OceanFirst Financial Corp. (OCFC)

Business overview

Business General OceanFirst Financial Corp. (the “Company”) is incorporated under Delaware law and serves as the holding company for OceanFirst Bank N. A (the “Bank”). At December 31, 2025, the Company had consolidated total assets of $14. 6 billion and total stockholders’ equity of $1. 7 billion.

The Company is subject to regulation by the Board of Governors of the FRB and the SEC. The Bank is primarily subject to regulation and supervision by the OCC, as well as the CFPB due to the Bank exceeding $10 billion in assets. The Bank is also subject to regulation and supervision by the FDIC, as its deposit insurer. Currently, the Company transacts the vast majority of its business through the Bank, its wholly owned subsidiary. The Bank’s principal business is originating loans, consisting of commercial real estate and other commercial loans, which have become a key focus of the Bank. The Bank also invests in other types of loans, including residential construction and consumer loans.

The Bank primarily funds these loans by attracting retail and commercial deposits. In addition, the Bank invests in MBS, securities issued by the U. S. Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations. The Bank’s revenues are derived principally from interest on its loans, and to a lesser extent, interest on its debt and equity securities. The Bank also receives income from other products and services it offers including bankcard services, trust and fiduciary services, deposit account services, mortgage banking activity, income from bank owned life insurance and commercial loan swap income.

The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, FHLB advances, and other borrowings. While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment activity are greatly influenced by changes in market interest rates, competition, general economic conditions, including levels of tariffs and any retaliatory responses, unemployment and real estate values, and inflation. The Company’s website address is www. oceanfirst. com . The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through its website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

The Company’s website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K. Forward-Looking Statements In addition to historical information, this annual report contains certain forward-looking statements within the meaning of the federal securities laws, which are based on certain assumptions and describe future plans, strategies and expectations of the Company. Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words.

These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of the Company’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of the Company. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements with respect to the proposed transaction between the Company and Flushing and the proposed investment by Warburg in the Company’s equity securities. […]

Management discussion and analysis

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview The Company conducts business primarily through its ownership of the Bank, which, at December 31, 2025, primarily operated out of its headquarters located in Toms River, New Jersey and its administrative office located in Red Bank, New Jersey. The Bank also conducts its business at 41 branch offices and various deposit production facilities located throughout central and southern New Jersey and major metropolitan areas of New York City and Philadelphia. The Bank also operates commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Pittsburgh, Washington D. C. , Baltimore, Boston and Northern Virginia.

The Company’s results of operations are primarily dependent on net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and investments, and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. The Company also generates non-interest income such as income from bankcard services, trust and asset management products and services, deposit account services, sales of loans and investments, bank owned life insurance and commercial loan swap income. The Company’s operating expenses primarily consist of compensation and employee benefits, occupancy and equipment, marketing, federal deposit insurance and regulatory assessments, data processing, check card processing, professional fees and other general and administrative expenses.

The Company’s results of operations are significantly affected by competition, general economic conditions, including levels of unemployment and real estate values, as well as changes in market interest rates, inflation, government policies, including the imposition of tariffs and retaliatory responses, and actions of regulatory agencies. Strategy The Company operates as a full-service regional community bank delivering comprehensive financial products and services, which includes commercial financing, deposit services, and wealth management products and services, throughout New Jersey and in the major metropolitan areas from Massachusetts through Virginia. The Company competes with larger, out-of-market financial service providers through its entrenched presence in local markets, digital delivery channels, and agility to provide superior service at speed.

The Company also competes with smaller in-market financial service providers by offering a broad array of products and services as well as the ability to extend larger credits. The Company’s strategy has been to grow profitability while limiting exposure to credit, interest rate, and operational risks. To accomplish these objectives, the Company has sought to: (1) diversify and strengthen its deposit base through product offerings appealing to a broadened customer base; (2) grow the commercial banking business, with a particular focus on strengthening commercial and industrial banking; and (3) improve operating efficiency through the ongoing investment in information technology and infrastructure. On October 15, 2025, the Company outsourced its residential loan originations, which also included home equity loans and lines and other consumer, to a national mortgage banking company.

The Company continued to process outstanding commitments to originate residential and consumer loans through December 2025. As of December 31, 2025, the Company had $9. 5 million of residential loans and no consumer loans in the pipeline, which represents the remaining commitments expected to close in 2026. The Company focuses on prudent growth to create value for stockholders, which may include opportunistic acquisitions. Refer to Item 1 - Recent Developments for further discussion on the pending merger with Flushing. 53 The Company has continued to maintain and strengthen its liquidity and capital position, while servicing its customers and communities.

Refer to ‘Liquidity and Capital Resources’ for further discussion. Diversify and Strengthen Deposit Base The Company continues to focus on deposit growth through a series of initiatives intended to both grow deposits and diversify sources of liquidity. The Company seeks to increase deposits in its primary market area by improving market penetration, expanding deposit gathering initiatives and investing in deposit focused talent acquisition. In 2025, the Company added Premier Banking teams for relationship driven, team based approach to service resulting in superior high touch client experience. As a result, the Company is focused on growing commercial deposit relationships through this stable low cost deposit vertical as another funding lever to support future loan growth.

The Company has benefited from and remains focused on efforts to attract business deposits in conjunction with its commercial lending operations and from an expanded mix of retail products and services. Ongoing product development and design to deepen market penetration will allow the Company to rely on competencies in commercial lending and the retail branch network to drive growth and diversification of deposits. […]

Key risk disclosures

Risk Factors An investment in the Company ’s common stock involves risks. Stockholders should carefully consider the risks described below, together with other information contained in this Annual Report on Form 10-K and other documents filed with the SEC, including the Company’s registration statement on Form S-4, before making any purchase or sale decisions regarding the Company ’s common stock. If any of the following risks actually occur, the Company ’s financial condition or operating results may be harmed. In that case, the trading price of the Company ’s common stock may decline and stockholders may lose part or all of their investment in the Company ’s common stock.

Risk Factors Summary The Company’s material risk factors that could adversely affect the business, financial condition, and results of operations are categorized as follows: • Risks Related to the Pending Merger with Flushing and Investment from Warburg • Risks Related to Lending Activities • Risks Related to Economic Matters • Risks Related to Interest Rates • Risks Related to Acquisitions and Growth • Risks Related to Loan Sales • Risks Related to Laws and Regulations • Risks Related to Dividend Payments • Risks Related to Competition • Risks Related to Strategic Matters • Risks Related to Operational Matters • Risks Related to Accounting and Internal Controls Matters • Risks Related to Environmental and Other Global Matters • Risks Related to Card Networks • Other Risks Related to the Business Risks Related to the Pending Merger with Flushing and Investment from Warburg The market price of the Company’s common stock after the Mergers may be affected by factors different from those currently affecting the shares of the Company’s common stock.

As a result of the First Merger, certain adjustments may be made to the combined company’s business as a result of the Mergers. Accordingly, the results of operations of the combined company and the market price of the Company’s common stock after the completion of the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of the Company and Flushing. Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Mergers. Before the Mergers and the Bank Merger may be completed, the requisite approvals, consents and non-objections must be obtained from the FRB, OCC and NYDFS.

Under the Investment Agreement, before the Investment by Warburg may be completed, Warburg must have received reasonably satisfactory oral confirmation from staff of the legal division of the FRB that the consummation of the transactions contemplated by the Investment Agreement will not result in Warburg being deemed to have, or have acquired, “control” of the Company or any of its subsidiaries for purposes of the BHC Act or CIBC Act and the implementing regulations thereunder, either (a) individually or (b) as part of an “association” or group “acting in concert” with any other person with respect to the transactions contemplated by the Investment Agreement contemplated to occur at the Investment closing, as those terms are defined and interpreted by the FRB under Regulation Y (12 C.

F. R. Part 225). Other approvals, waivers or consents from regulators may also be required, both for the Mergers and for the Investment. In determining whether to grant these approvals and confirmations, such regulatory authorities consider a variety of factors. These approvals or confirmations could be delayed or not obtained at all, including due to (a) a party’s regulatory standing (or adverse development in respect thereof), (b) any other factors considered by regulators when granting such approvals or confirmations, including governmental, political or community group inquiries, investigations or opposition, or (c) changes in legislation or the political environment generally.

31 The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement or the Investment Agreement. […]

Source and methodology

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