Form 8-K
8-K — OCEANFIRST FINANCIAL CORP
Accession: 0001004702-26-000032
Filed: 2026-04-23
Period: 2026-04-23
CIK: 0001004702
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ocfc-20260423.htm (Primary)
EX-99.1 (ex991-earningsreleasemarch.htm)
EX-99.2 (ex992q12026-earningsrele.htm)
GRAPHIC (ex992q12026-earningsrele001.jpg)
GRAPHIC (ex992q12026-earningsrele002.jpg)
GRAPHIC (ex992q12026-earningsrele003.jpg)
GRAPHIC (ex992q12026-earningsrele004.jpg)
GRAPHIC (ex992q12026-earningsrele005.jpg)
GRAPHIC (ex992q12026-earningsrele006.jpg)
GRAPHIC (ex992q12026-earningsrele007.jpg)
GRAPHIC (ex992q12026-earningsrele008.jpg)
GRAPHIC (ex992q12026-earningsrele009.jpg)
GRAPHIC (ex992q12026-earningsrele010.jpg)
GRAPHIC (ex992q12026-earningsrele011.jpg)
GRAPHIC (ex992q12026-earningsrele012.jpg)
GRAPHIC (ex992q12026-earningsrele013.jpg)
GRAPHIC (ex992q12026-earningsrele014.jpg)
GRAPHIC (ex992q12026-earningsrele015.jpg)
GRAPHIC (ex992q12026-earningsrele016.jpg)
GRAPHIC (ex992q12026-earningsrele017.jpg)
GRAPHIC (ex992q12026-earningsrele018.jpg)
GRAPHIC (ex992q12026-earningsrele019.jpg)
GRAPHIC (oceanfirstpressreleas19.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: ocfc-20260423.htm · Sequence: 1
ocfc-20260423
0001004702false00010047022026-04-232026-04-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 23, 2026
OCEANFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 001-11713 22-3412577
(State or other jurisdiction of
incorporation or organization) (Commission
File No.) (IRS Employer
Identification No.)
110 West Front Street, Red Bank, New Jersey 07701
(Address of principal executive offices, including zip code)
(732)240-4500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of each exchange in which registered
Common stock, $0.01 par value per share OCFC NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 23, 2026, OceanFirst Financial Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. That press release is attached to this Report as Exhibit 99.1. The information included in this item and the related presentation is being furnished to the SEC and shall not be deemed “filed” for any purpose.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company is scheduled to make presentations to current and prospective investors after April 23, 2026. Attached as Exhibit 99.2 of this Form 8-K is a copy of the presentation which OceanFirst Financial Corp. will make available at these presentations and will post on its website at www.oceanfirst.com. The information included in this item and the related press release is being furnished to the SEC and shall not be deemed “filed” for any purpose.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
99.1
Press Release dated April 23, 2026
99.2
Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors after April 23, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OCEANFIRST FINANCIAL CORP.
Dated:
April 23, 2026
/s/ Patrick S. Barrett
Patrick S. Barrett
Senior Executive Vice President and Chief Financial Officer
EX-99.1
EX-99.1
Filename: ex991-earningsreleasemarch.htm · Sequence: 2
Document
Press Release
Exhibit 99.1
Company Contact:
Patrick S. Barrett
Chief Financial Officer
OceanFirst Financial Corp.
Tel: (732) 240-4500, ext. 27507
Email: pbarrett@oceanfirst.com
FOR IMMEDIATE RELEASE
OCEANFIRST FINANCIAL CORP.
ANNOUNCES FIRST QUARTER
FINANCIAL RESULTS
RED BANK, NEW JERSEY, April 23, 2026 - OceanFirst Financial Corp. (NASDAQ:OCFC) (the “Company”), the holding company for OceanFirst Bank N.A. (the “Bank”), announced net income available to common stockholders of $20.5 million, or $0.36 per diluted share, for the quarter ended March 31, 2026, as compared to $20.5 million, or $0.35 per diluted share, for the corresponding prior year period, and compared to $13.1 million, or $0.23 per diluted share, for the linked quarter. Selected performance metrics are as follows (refer to “Selected Quarterly Financial Data” for additional information):
For the Three Months Ended,
Performance Ratios (Annualized): March 31, December 31, March 31,
2026 2025 2025
Return on average assets 0.57 % 0.36 % 0.62 %
Return on average stockholders’ equity 4.95 3.12 4.85
Return on average tangible stockholders’ equity (a)
7.22 4.57 7.05
Return on average tangible common equity (a)
7.22 4.57 7.40
Efficiency ratio 71.13 80.37 65.67
Net interest margin 2.93 2.87 2.90
(a) Return on average tangible stockholders’ equity and return on average tangible common equity (“ROTCE”) are non-GAAP (“generally accepted accounting principles”) financial measures. Refer to “Explanation of Non-GAAP Financial Measures,” “Selected Quarterly Financial Data” and “Other Items - Non-GAAP Reconciliation” tables for reconciliation and additional information regarding non-GAAP financial measures.
Core earnings1 for the quarter ended March 31, 2026 were $24.3 million, or $0.43 per diluted share, an increase from $20.3 million, or $0.35 per diluted share, for the corresponding prior year period, and an increase from $23.5 million, or $0.41 per diluted share, for the linked quarter.
Core earnings PTPP1 for the quarter ended March 31, 2026 were $34.4 million, or $0.60 per diluted share, an increase from $32.4 million, or $0.56 per diluted share, for the corresponding prior year period, and an increase from $33.2 million or $0.58 per diluted share, for the linked quarter. Selected performance metrics are as follows:
For the Three Months Ended,
March 31, December 31, March 31,
Core Ratios1 (Annualized):
2026 2025 2025
Return on average assets 0.68 % 0.65 % 0.62 %
Return on average tangible stockholders’ equity 8.56 8.21 7.00
Return on average tangible common equity 8.56 8.21 7.34
Efficiency ratio 66.76 68.19 65.81
Diluted earnings per share $ 0.43 $ 0.41 $ 0.35
PTPP diluted earnings per share 0.60 0.58 0.56
1 Core earnings and core earnings before income taxes and provision for credit losses (“PTPP” or “Pre-Tax-Pre-Provision”), and ratios derived therefrom, are non-GAAP financial measures. For the periods presented, core earnings exclude the impact of net (gain) loss on equity investments, restructuring charges, credit risk transfer execution expense, Federal Deposit Insurance Corporation (“FDIC”) special assessment (release) expense, merger-related expenses, and the income tax effect of these items, as well as loss on redemption of preferred stock (collectively referred to as “non-core” operations). PTPP excludes the aforementioned pre-tax “non-core” items along with income tax expense (benefit) and provision for credit losses. Refer to “Explanation of Non-GAAP Financial Measures,” “Selected Quarterly Financial Data” and the “Other Items - Non-GAAP Reconciliation” tables for additional information regarding non-GAAP financial measures.
2
Key developments for the quarter, compared to the linked quarter, are described below:
•Margin and Net Interest Expansion: Net interest margin increased six basis points to 2.93%, from 2.87%, and net interest income increased by $1.2 million, to $96.4 million.
•Sustained Growth: Total loans increased $91.9 million, a 3% annualized growth rate, and included commercial and industrial loan growth of $105.1 million, a 19% annualized growth rate.
•Controlled Expenses: Non-interest expense decreased by 13%, or $10.7 million, to $73.4 million, and operating expenses excluding non-core operations decreased to $69.1 million from $71.2 million.
Chairman and Chief Executive Officer, Christopher D. Maher, commented on the Company’s results, “We are pleased to report strong first quarter results driven by continued loan growth, net interest margin expansion, and expense discipline. The Company remains focused on growing our business and improving profitability through margin expansion and prudent expense discipline.” Mr. Maher added, “Our announced merger agreement with Flushing Financial Corporation (“Flushing”) has recently been approved by shareholders, the New York State Department of Financial Services and the Office of the Comptroller of the Currency. It remains subject to the receipt of the requisite regulatory approval from the Board of Governors of the Federal Reserve System and other customary closing conditions. We continue to expect the merger to close in the second quarter of 2026.”
The Company’s Board of Directors previously declared its 117th consecutive quarterly cash dividend on common stock. The quarterly cash dividend on common stock of $0.20 per share will be paid on May 8, 2026, to common stockholders of record on April 27, 2026.
Results of Operations
The current quarter included an additional $4.2 million of merger-related expenses for the anticipated merger with Flushing and $128,000 of restructuring charges for the discontinuation of residential loan originations.
3
Net Interest Income and Margin
Three months ended March 31, 2026 vs. March 31, 2025
Net interest income increased to $96.4 million, from $86.7 million, reflecting the net impact of the interest rate environment and an increase in average balances. Net interest margin increased to 2.93%, from 2.90%, which included the impact of purchase accounting accretion and prepayment fees of 0.01% and 0.03%, respectively. Net interest margin increased primarily due to the decrease in cost of funds.
Average interest-earning assets increased by $1.25 billion, primarily due to increases in commercial loans and securities. The average yield for interest-earning assets decreased to 5.10%, from 5.13%, primarily due to the repricing of assets tied to short-term rates.
The cost of average interest-bearing liabilities decreased to 2.66%, from 2.78%, primarily due to repricing of deposits and, to a lesser extent, Federal Home Loan Bank (“FHLB”) advances. The total cost of deposits decreased nine basis points to 1.97%, from 2.06%. Average interest-bearing liabilities increased by $1.19 billion, primarily due to increases in deposits and FHLB advances.
Three months ended March 31, 2026 vs. December 31, 2025
Net interest income increased by $1.2 million, to $96.4 million from $95.3 million, and net interest margin increased to 2.93%, from 2.87%, driven by a decrease in cost of funds. Net interest income included the impact of purchase accounting accretion and prepayment fees of 0.01% for both periods.
Average interest-earning assets increased by $200.5 million, primarily due to increases in commercial loans, while the yield on average interest-earning assets decreased to 5.10%, from 5.19%.
The cost of average interest-bearing liabilities decreased to 2.66%, from 2.83%, primarily due to a decrease in the cost of deposits and FHLB advances. The total cost of deposits decreased to 1.97%, from 2.13%. Average interest-bearing liabilities increased by $248.5 million, primarily due to an increase in FHLB advances.
4
Provision for Credit Losses
Provision for credit losses for the quarter ended March 31, 2026 was $2.7 million, as compared to $5.3 million for the corresponding prior year period, and $3.7 million in the linked quarter. The current quarter provision was primarily driven by net loan growth and an increase in criticized and classified loans, partly offset by a decrease in off-balance sheet commitments.
Net loan charge-offs were $701,000 for the quarter ended March 31, 2026, as compared to $636,000 for the corresponding prior year period and $2.0 million for the linked quarter. The prior year period included charge-offs of $720,000 related to the sale of $5.1 million of non-performing residential and consumer loans. The linked quarter included charge-offs of $1.1 million for three commercial relationships and charge-offs of $342,000 related to sales of non-performing residential and consumer loans.
Non-interest Income
Three months ended March 31, 2026 vs. March 31, 2025
Other income decreased to $6.7 million, as compared to $11.3 million. Other income was adversely impacted by non-core operations of $354,000 related to net losses on equity investments in the current quarter. The prior year other income was favorably impacted by non-core operations of $205,000 related to net gains on equity investments.
Excluding non-core operations, other income decreased by $3.9 million. The primary drivers were a decrease in fees and service charges of $1.9 million related to disposition of the title business at the beginning of the fourth quarter last year, and a decrease in a net gain on sale of loans of $886,000 due to the discontinuation of residential loan originations. In addition, the prior period included non-recurring other income of $842,000.
Three months ended March 31, 2026 vs. December 31, 2025
Other income in the linked quarter was $9.4 million and included non-core operations of $230,000 related to net gain on equity investments. Excluding non-core operations, other income
5
decreased by $2.1 million. The primary drivers were decreases in net gain on sale of loans of $779,000 and commercial loan swap income of $774,000 due to lower activity.
Non-interest Expense
Three months ended March 31, 2026 vs. March 31, 2025
Operating expenses increased to $73.4 million, as compared to $64.3 million. Operating expenses in the current quarter were adversely impacted by non-core operations of $4.3 million, due to merger-related expenses and restructuring charges.
Excluding non-core operations, operating expenses increased by $4.8 million. The primary driver was an increase in compensation and benefits of $2.7 million, mostly due to the net impact of discontinuation of residential initiatives and commercial banking hires adjusted for annual inflationary increases. The prior year also included a $1.3 million benefit from normal incentive-related adjustments released. Additional drivers were increases in professional fees of $797,000, partly due to higher consulting fees, other operating expenses of $627,000, mostly due to credit risk transfer premium expense, and data processing expense of $405,000.
Three months ended March 31, 2026 vs. December 31, 2025
Operating expenses in the linked quarter were $84.1 million and included non-core operations of $12.9 million related to restructuring charges, merger-related expenses and credit risk transfer execution expenses. Excluding non-core operations, operating expenses decreased by $2.1 million. The primary drivers were decreases in compensation and benefits of $1.5 million, partly due to fewer working days and the discontinuation of residential loan originations, and marketing expense of $503,000.
Income Tax Expense
The provision for income taxes was $6.5 million for the quarter ended March 31, 2026, as compared to $6.8 million for the same prior year period and $3.8 million for the linked quarter. The effective tax rate was 24.2% for the quarter ended March 31, 2026, as compared to 24.1% for the same
6
prior year period and 22.3% for the linked quarter. The effective tax rate for the linked quarter was positively impacted by higher tax credits, partially offset by higher non-deductible merger expenses.
Financial Condition
March 31, 2026 vs. December 31, 2025
Total assets decreased by $8.0 million to $14.56 billion, primarily due to a decrease in total debt securities, offset by an increase in loans. Debt securities available-for-sale decreased by $50.7 million to $1.18 billion, from $1.23 billion, primarily due to principal reductions, maturities and calls. Debt securities held-to-maturity decreased by $28.7 million to $852.9 million, from $881.6 million, primarily due to principal repayments. Total loans increased by $91.9 million to $11.12 billion, from $11.03 billion, primarily due to an increase in commercial loans of $162.9 million, partly offset by a decrease in total consumer loans of $71.0 million.
Total liabilities decreased by $14.8 million to $12.89 billion, from $12.90 billion primarily related to a decrease in FHLB advances, partly offset by an increase in deposits. FHLB advances decreased by $217.0 million to $1.18 billion, from $1.40 billion driven by a shift to more favorably priced deposits. Deposits increased by $191.5 million to $11.16 billion, from $10.96 billion, primarily due to an increase in interest bearing deposits of $182.2 million. Time deposits decreased by $81.6 million to $2.39 billion, from $2.47 billion, representing 21.4% and 22.5% of total deposits, respectively. Time deposits included a decrease in brokered time deposits of $121.9 million, partly offset by an increase in retail time deposits of $40.6 million. The loan-to-deposit ratio was 99.7%, as compared to 100.6%.
Other liabilities decreased by $7.0 million to $202.3 million, from $209.3 million, mostly due to payment of annual incentive accruals, partly offset by collateral received from counterparties.
Capital levels remain strong and in excess of “well-capitalized” regulatory levels at March 31, 2026, including the Company’s estimated common equity tier one capital ratio of 10.7%.
7
Total stockholders’ equity increased to $1.67 billion, as compared to $1.66 billion, primarily due to net income, partially offset by capital returns comprised of dividends and share repurchases. Additionally, accumulated other comprehensive loss increased by $2.4 million primarily due to decreases in the fair market value of available-for-sale debt securities, net of tax.
During the quarter ended March 31, 2026, the Company repurchased 177,450 shares totaling $3.4 million representing a weighted average cost of $19.18, which represented repurchases of exercised options and vesting of awards from employees outside of the authorized share repurchase program. As of March 31, 2026, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.
The Company’s tangible common equity2 increased by $7.7 million to $1.14 billion. The Company’s stockholders’ equity to assets ratio was 11.47% at March 31, 2026, and tangible common equity to tangible assets ratio increased by 6 basis points during the year to 8.15%, primarily due to the drivers described above.
Book value per common share increased to $28.98, as compared to $28.97. Tangible book value per common share2 increased to $19.86, as compared to $19.79.
Asset Quality
March 31, 2026 vs. December 31, 2025
Non-performing loans increased to $34.6 million, from $27.8 million, primarily related to one commercial loan, and represented 0.31% and 0.25% of total loans, respectively. The allowance for loan credit losses as a percentage of total non-performing loans was 248.60%, as compared to 301.27%. The level of 30 to 89 days delinquent loans increased to $55.9 million, from $47.8 million, primarily related to commercial loans. Criticized and classified loans and other real estate owned increased to $180.7 million, from $122.1 million, primarily due to one accruing commercial and industrial relationship of
2 Tangible book value per common share and tangible common equity to tangible assets are non-GAAP financial measures and exclude the impact of intangible assets, goodwill, and preferred equity from both stockholders’ equity and total assets. Refer to “Explanation of Non-GAAP Financial Measures” and the “Other Items - Non-GAAP Reconciliation” tables for additional information regarding non-GAAP financial measures.
8
$50.4 million. The Company’s allowance for loan credit losses was 0.77% of total loans, as compared to 0.76%. Refer to “Provision for Credit Losses” section for further discussion.
The Company’s asset quality, excluding purchased with credit deterioration (“PCD”) loans, was as follows. Non-performing loans increased to $28.7 million, from $22.4 million. The allowance for loan credit losses as a percentage of total non-performing loans was 299.64%, as compared to 374.46%. The level of 30 to 89 days delinquent loans, excluding non-performing loans, increased to $47.1 million, from $44.7 million.
Explanation of Non-GAAP Financial Measures
Reported amounts are presented in accordance with GAAP. The Company’s management believes that the supplemental non-GAAP information, which consists of reported net income excluding non-core operations and in some instances excluding income taxes and provision for credit losses, and reporting equity and asset amounts excluding intangible assets, goodwill or preferred stock, all of which can vary from period to period, provides a better comparison of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures, which may be presented by other companies. Refer to the Non-GAAP Reconciliation table at the end of this document for details on the earnings impact of these items.
9
Conference Call
As previously announced, the Company will host an earnings conference call on Friday, April 24, 2026 at 11:00 a.m. Eastern Time. The direct dial number for the call is (888) 596-4144, using the access code 3895064. For those unable to participate in the conference call, a replay will be available. To access the replay, dial (800) 770-2030 using the access code 3895064, from one hour after the end of the call until May 1, 2026. The conference call, as well as the replay, are also available (listen-only) by internet webcast at www.oceanfirst.com in the Investor Relations section.
* * *
OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $14.6 billion regional bank providing financial services throughout New Jersey and in the major metropolitan areas from Massachusetts through Virginia. OceanFirst Bank delivers commercial and residential financing, treasury management, trust and asset management, and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey. To learn more about OceanFirst, go to www.oceanfirst.com.
Forward-Looking Statements
In addition to historical information, this press release 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 not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, 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 Pincus LLC (“Warburg”) in the Company’s equity securities.
Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, inflation, general economic conditions, including potential recessionary conditions, levels of unemployment in the Company’s lending area, real estate market values in the Company’s lending area, potential goodwill impairment, natural disasters, potential increases to flood insurance premiums, the current or anticipated impact of military conflict, terrorism or other geopolitical events, the imposition of tariffs or other domestic or international governmental policies and retaliatory responses, the effects of a potential future federal government shutdown, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to
10
successfully implement such strategies, competition, demand for financial services in the Company’s market area, our ability to enter into new markets and capitalize on growth opportunities, the adequacy of and changes in the economic assumptions and methodology for computing the allowance for credit losses, availability of capital, competition, our ability to maintain and increase market share and control expenses, changes in investor sentiment and consumer spending, borrowing and savings habits, changes in accounting principles, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks and fraud, the failure to maintain current technologies, failure to retain or attract employees, the impact of pandemics on our operations and financial results and those of our customers and the Bank’s ability to successfully integrate acquired operations.
Additional forward-looking statements related to the proposed transaction with Flushing and the proposed investment by Warburg include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the necessary regulatory approvals (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the Company and Flushing; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on Company’s and Flushing’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of the Company and Flushing; (vii) potential difficulties in retaining Company and Flushing customers and employees as a result of the proposed transaction; (viii) potential litigation relating to the proposed transaction that could be instituted against the Company, Flushing or their respective directors and officers, including the effects of any outcomes related thereto; (ix) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected expenses, factors or events; (x) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Flushing do business; and (xi) the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the transaction. The foregoing list of factors is not exhaustive. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.
These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
11
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands)
March 31, December 31, March 31,
2026 2025 2025
(Unaudited) (Unaudited)
Assets
Cash and due from banks $ 136,981 $ 135,130 $ 163,721
Debt securities available-for-sale, at estimated fair value 1,181,087 1,231,827 746,168
Debt securities held-to-maturity, net of allowance for securities credit losses of $754 at March 31, 2026, $811 at December 31, 2025, and $898 at March 31, 2025 (estimated fair value of $793,409 at March 31, 2026, $825,790 at December 31, 2025, and $926,075 at March 31, 2025)
852,917 881,568 1,005,476
Equity investments 88,239 91,882 87,365
Restricted equity investments, at cost 119,503 129,329 102,172
Loans receivable, net of allowance for loan credit losses of $86,110 at March 31, 2026, $83,726 at December 31, 2025, and $78,798 at March 31, 2025
11,059,275 10,970,666 10,058,072
Loans held-for-sale — 5,768 9,698
Interest and dividends receivable 49,588 49,010 44,843
Other real estate owned 10,393 10,266 1,917
Premises and equipment, net 112,066 112,743 114,588
Bank owned life insurance 271,650 270,301 269,398
Goodwill 517,481 517,481 523,308
Intangibles 8,198 9,046 11,740
Other assets 148,958 149,300 170,812
Total assets $ 14,556,336 $ 14,564,317 $ 13,309,278
Liabilities and Stockholders’ Equity
Deposits $ 11,155,916 $ 10,964,405 $ 10,177,023
Federal Home Loan Bank advances 1,180,179 1,397,179 891,021
Securities sold under agreements to repurchase with customers 67,249 54,434 65,132
Other borrowings 255,518 255,233 197,808
Advances by borrowers for taxes and insurance 25,851 21,245 28,789
Other liabilities 202,255 209,271 240,388
Total liabilities 12,886,968 12,901,767 11,600,161
Stockholders’ equity:
OceanFirst Financial Corp. stockholders’ equity 1,669,368 1,662,550 1,708,322
Non-controlling interest — — 795
Total stockholders’ equity 1,669,368 1,662,550 1,709,117
Total liabilities and stockholders’ equity $ 14,556,336 $ 14,564,317 $ 13,309,278
12
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the Three Months Ended,
March 31, December 31, March 31,
2026 2025 2025
|---------------------- (Unaudited) ----------------------|
Interest income:
Loans $ 145,324 $ 146,550 $ 133,019
Debt securities 19,810 21,681 17,270
Equity investments and other 3,157 3,501 3,414
Total interest income 168,291 171,732 153,703
Interest expense:
Deposits 53,695 59,615 51,046
Borrowed funds 18,149 16,839 16,005
Total interest expense 71,844 76,454 67,051
Net interest income 96,447 95,278 86,652
Provision for credit losses 2,738 3,700 5,340
Net interest income after provision for credit losses 93,709 91,578 81,312
Other income (loss):
Bankcard services revenue 1,629 1,789 1,463
Trust and asset management revenue 433 350 406
Fees and service charges 2,813 2,994 4,712
Net (loss) gain on sales of loans (28) 751 858
Net (loss) gain on equity investments (354) 230 205
Net loss from other real estate operations (164) (10) (16)
Income from bank owned life insurance 1,874 2,127 1,852
Commercial loan swap income 345 1,119 620
Other 200 61 1,153
Total other income 6,748 9,411 11,253
Operating expenses:
Compensation and employee benefits 39,484 40,984 36,740
Occupancy 5,832 5,825 5,497
Equipment 921 876 921
Marketing 963 1,466 1,108
Federal deposit insurance and regulatory assessments 3,215 3,102 2,983
Data processing 7,052 7,104 6,647
Check card processing 1,098 1,086 1,170
Professional fees 3,222 4,862 2,425
Amortization of intangibles 848 888 940
Merger-related expenses 4,150 4,253 —
Restructuring charges 128 7,379 —
Other operating expenses 6,490 6,317 5,863
Total operating expenses 73,403 84,142 64,294
Income before provision for income taxes 27,054 16,847 28,271
Provision for income taxes 6,548 3,754 6,808
Net income 20,506 13,093 21,463
Net loss attributable to non-controlling interest — — (46)
Net income attributable to OceanFirst Financial Corp. 20,506 13,093 21,509
Dividends on preferred shares — — 1,004
Net income available to common stockholders $ 20,506 $ 13,093 $ 20,505
Basic earnings per share $ 0.36 $ 0.23 $ 0.35
Diluted earnings per share $ 0.36 $ 0.23 $ 0.35
Average basic shares outstanding 57,043 56,942 58,102
Average diluted shares outstanding 57,048 56,954 58,111
13
OceanFirst Financial Corp.
SELECTED LOAN AND DEPOSIT DATA
(dollars in thousands)
LOANS RECEIVABLE At
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Commercial:
Commercial real estate - investor $ 5,478,832 $ 5,420,989 $ 5,211,220 $ 5,068,125 $ 5,200,137
Commercial and industrial:
Commercial and industrial - real estate
1,016,912 986,431 997,122 914,406 896,647
Commercial and industrial - non-real estate 1,302,128 1,227,556 998,860 862,504 748,575
Total commercial and industrial 2,319,040 2,213,987 1,995,982 1,776,910 1,645,222
Total commercial 7,797,872 7,634,976 7,207,202 6,845,035 6,845,359
Consumer:
Residential real estate 3,128,023 3,194,264 3,135,200 3,119,232 3,053,318
Home equity loans and lines and other consumer ("other consumer") 198,048 202,763 215,581 220,820 226,633
Total consumer 3,326,071 3,397,027 3,350,781 3,340,052 3,279,951
Total loans 11,123,943 11,032,003 10,557,983 10,185,087 10,125,310
Deferred origination costs (fees), net 21,442 22,389 13,105 13,960 11,560
Allowance for loan credit losses (86,110) (83,726) (81,236) (79,266) (78,798)
Loans receivable, net $ 11,059,275 $ 10,970,666 $ 10,489,852 $ 10,119,781 $ 10,058,072
Mortgage loans serviced for others $ 344,316 $ 365,431 $ 340,740 $ 288,211 $ 222,963
At March 31, 2026 Average Yield
Loan pipeline (1):
Commercial 6.70 % $ 417,356 $ 464,602 $ 710,933 $ 790,768 $ 375,622
Residential real estate (2)
6.07 461 9,457 136,797 146,921 116,121
Other consumer (2)
— — — 16,184 17,110 12,681
Total 6.70 % $ 417,817 $ 474,059 $ 863,914 $ 954,799 $ 504,424
For the Three Months Ended
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Average Yield
Loan originations:
Commercial (3)
6.68 % $ 422,907 $ 786,186 $ 739,154 $ 425,877 $ 233,968
Residential real estate 6.01 5,824 249,540 250,066 274,314 167,162
Other consumer — — 14,859 18,087 15,813 15,825
Total 6.67 % $ 428,731 $ 1,050,585 $ 1,007,307 $ 716,004 $ 416,955
Loans sold (4)
$ 2,704 $ 107,486 $ 145,735 $ 142,431 $ 104,991
(1)Loan pipeline includes loans approved but not funded.
(2)As of December 31, 2025, the Company has discontinued its residential and consumer originations, and the pipeline represents the remaining commitments expected to close in 2026.
(3)Excludes commercial loan pool purchases of $24.3 million for the three months ended March 31, 2025
(4)Excludes sale of non-performing residential and consumer loans of $2.5 million, $2.2 million and $5.1 million for the three months ended December 31, 2025, June 30, 2025 and March 31, 2025, respectively.
DEPOSITS At
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Type of Account
Non-interest-bearing $ 1,757,097 $ 1,741,958 $ 1,731,760 $ 1,686,627 $ 1,660,738
Interest-bearing checking 4,536,726 4,354,485 4,090,930 3,845,602 4,006,653
Money market 1,488,653 1,412,917 1,397,434 1,377,999 1,337,570
Savings 986,208 986,195 1,000,488 1,022,918 1,052,504
Time deposits (1)
2,387,232 2,468,850 2,215,382 2,299,296 2,119,558
Total deposits $ 11,155,916 $ 10,964,405 $ 10,435,994 $ 10,232,442 $ 10,177,023
(1)Includes brokered time deposits of $487.9 million, $609.8 million, $405.1 million, $522.8 million, and $370.5 million at March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.
14
OceanFirst Financial Corp.
ASSET QUALITY
(dollars in thousands)
ASSET QUALITY (1) (2)
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Non-performing loans:
Commercial real estate - investor $ 18,970 $ 13,636 $ 23,570 $ 20,457 $ 23,595
Commercial and industrial:
Commercial and industrial - real estate 5,541 4,813 7,469 4,499 4,690
Commercial and industrial - non-real estate 228 640 394 311 22
Total commercial and industrial 5,769 5,453 7,863 4,810 4,712
Residential real estate 7,011 6,200 7,334 5,318 5,709
Other consumer 2,888 2,502 2,496 2,926 2,954
Total non-performing loans (2)
$ 34,638 $ 27,791 $ 41,263 $ 33,511 $ 36,970
Other real estate owned 10,393 10,266 7,498 7,680 1,917
Total non-performing assets
$ 45,031 $ 38,057 $ 48,761 $ 41,191 $ 38,887
Delinquent loans 30 to 89 days $ 55,876 $ 47,808 $ 19,817 $ 14,740 $ 46,246
Modifications to borrowers experiencing financial difficulty
Non-performing (included in total non-performing loans above) $ 5,460 $ 956 $ 7,693 $ 8,129 $ 8,307
Performing 15,083 23,898 23,952 31,986 27,592
Total modifications to borrowers experiencing financial difficulty $ 20,543 $ 24,854 $ 31,645 $ 40,115 $ 35,899
Allowance for loan credit losses $ 86,110 $ 83,726 $ 81,236 $ 79,266 $ 78,798
Allowance for unfunded commitments 3,738 4,028 4,636 3,289 2,846
Allowance for loan credit losses as a percent of total loans receivable (3)
0.77 % 0.76 % 0.77 % 0.78 % 0.78 %
Allowance for loan credit losses as a percent of total non-performing loans (3)
248.60 301.27 196.87 236.54 213.14
Non-performing loans as a percent of total loans receivable 0.31 0.25 0.39 0.33 0.37
Non-performing assets as a percent of total assets 0.31 0.26 0.34 0.31 0.29
Supplemental PCD and non-performing loans
PCD loans, net of allowance for loan credit losses $ 14,604 $ 14,968 $ 19,003 $ 20,934 $ 21,737
Non-performing PCD loans 5,900 5,432 5,677 6,800 7,724
Delinquent PCD and non-performing loans 30 to 89 days 8,794 3,103 2,987 2,590 10,489
PCD modifications to borrowers experiencing financial difficulty (2)
16 18 20 20 22
Asset quality, excluding PCD loans
Non-performing loans (2)
28,738 22,359 35,586 26,711 29,246
Non-performing assets
39,131 32,625 43,084 34,391 31,163
Delinquent loans 30 to 89 days (excludes non-performing loans)
47,082 44,705 16,830 12,150 35,757
Modifications to borrowers experiencing financial difficulty (2)
20,527 24,836 31,625 40,095 35,877
Allowance for loan credit losses as a percent of total non-performing loans (3)
299.64 % 374.46 % 228.28 % 296.75 % 269.43 %
Non-performing loans as a percent of total loans receivable
0.26 0.20 0.34 0.26 0.29
Non-performing assets as a percent of total assets 0.27 0.22 0.30 0.26 0.23
(1)Asset quality metrics exclude loans held for sale.
(2)The quarters ended December 31, 2025, June 30, 2025 and March 31, 2025 included the sale of non-performing residential and consumer loans of $2.5 million, $2.2 million and $5.1 million, respectively.
(3)Loans acquired from acquisitions were recorded at fair value. The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, was $3.8 million, $4.0 million, $4.4 million, $5.0 million and $5.6 million at March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.
15
(continued)
NET LOAN CHARGE-OFFS For the Three Months Ended
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Net loan charge-offs:
Loan charge-offs $ (956) $ (2,190) $ (850) $ (2,415) $ (798)
Recoveries on loans 255 216 233 197 162
Net loan charge-offs $ (701)
$ (1,974) $ (617) $ (2,218) $ (636)
Net loan charge-offs to average total loans (annualized) 0.03 % 0.07 % 0.02 % 0.09 % 0.03 %
Net loan (charge-offs) recoveries detail:
Commercial (1)
$ (736) $ (1,676) $ (522) $ (1,666) $ 25
Residential real estate (2)
(7) (268) (24) (348) (720)
Other consumer (2)
42 (30) (71) (204) 59
Net loan charge-offs $ (701) $ (1,974) $ (617) $ (2,218) $ (636)
(1)The three months ended June 30, 2025 included charge-offs related to two commercial relationships of $1.6 million.
(2)The three months ended December 31, 2025, June 30, 2025 and March 31, 2025 included charge-offs of $342,000, $445,000 and $720,000, respectively, related to the sale of non-performing residential and consumer loans.
16
OceanFirst Financial Corp.
ANALYSIS OF NET INTEREST INCOME
For the Three Months Ended
March 31, 2026 December 31, 2025 March 31, 2025
(dollars in thousands) Average
Balance Interest
Average
Yield/
Cost (1)
Average
Balance Interest
Average
Yield/
Cost (1)
Average
Balance Interest
Average
Yield/
Cost (1)
Assets:
Interest-earning assets:
Interest-earning deposits and short-term investments $ 83,036 $ 662 3.23 % $ 93,474 $ 988 4.19 % $ 95,439 $ 983 4.18 %
Securities (2)
2,282,663 22,305 3.96 2,339,646 24,194 4.10 2,003,206 19,701 3.99
Loans receivable, net (3)
Commercial 7,687,461 109,097 5.76 7,382,168 109,795 5.90 6,781,005 98,260 5.88
Residential real estate 3,167,262 33,141 4.19 3,194,529 33,377 4.18 3,065,679 31,270 4.08
Other consumer 199,318 3,086 6.28 211,650 3,378 6.33 228,553 3,489 6.19
Allowance for loan credit losses, net of deferred loan costs and fees (61,878) — — (64,107) — — (61,854) — —
Loans receivable, net 10,992,163 145,324 5.34 10,724,240 146,550 5.43 10,013,383 133,019 5.37
Total interest-earning assets 13,357,862 168,291 5.10 13,157,360 171,732 5.19 12,112,028 153,703 5.13
Non-interest-earning assets 1,192,836 1,180,416 1,199,865
Total assets $ 14,550,698 $ 14,337,776 $ 13,311,893
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing checking $ 4,509,841 22,820 2.05 % $ 4,464,604 25,575 2.27 % $ 4,135,952 21,433 2.10 %
Money market 1,472,989 8,808 2.43 1,643,192 11,500 2.78 1,322,003 9,353 2.87
Savings 988,964 1,306 0.54 989,003 1,492 0.60 1,058,015 1,785 0.68
Time deposits 2,372,824 20,761 3.55 2,270,671 21,048 3.68 1,916,109 18,475 3.91
Total 9,344,618 53,695 2.33 9,367,470 59,615 2.52 8,432,079 51,046 2.46
FHLB Advances 1,261,984 12,884 4.14 984,934 10,912 4.40 996,293 11,359 4.62
Securities sold under agreements to repurchase 59,806 384 2.60 65,891 427 2.57 64,314 428 2.70
Other borrowings 299,919 4,881 6.60 299,565 5,500 7.28 283,150 4,218 6.04
Total borrowings 1,621,709 18,149 4.54 1,350,390 16,839 4.95 1,343,757 16,005 4.83
Total interest-bearing liabilities 10,966,327 71,844 2.66 10,717,860 76,454 2.83 9,775,836 67,051 2.78
Non-interest-bearing deposits 1,731,789 1,755,211 1,597,972
Non-interest-bearing liabilities 174,100 199,504 222,951
Total liabilities 12,872,216 12,672,575 11,596,759
Stockholders’ equity 1,678,482 1,665,201 1,715,134
Total liabilities and stockholders’ equity $ 14,550,698 $ 14,337,776 $ 13,311,893
Net interest income $ 96,447 $ 95,278 $ 86,652
Net interest rate spread (4)
2.44 % 2.36 % 2.35 %
Net interest margin (5)
2.93 % 2.87 % 2.90 %
Total cost of deposits (including non-interest-bearing deposits) 1.97 % 2.13 % 2.06 %
(1) Average yields and costs are annualized.
(2) Amounts represent debt and equity securities, including FHLB and Federal Reserve Bank stock, and are recorded at average amortized cost, net of allowance for securities credit losses.
(3) Amount is net of deferred loan costs and fees, undisbursed loan funds, discounts and premiums and allowance for loan credit losses, and includes loans held-for-sale and non-performing loans.
(4) Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income divided by average interest-earning assets.
17
OceanFirst Financial Corp.
SELECTED QUARTERLY FINANCIAL DATA
(in thousands, except per share amounts)
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Selected Financial Condition Data:
Total assets $ 14,556,336 $ 14,564,317 $ 14,324,664 $ 13,327,847 $ 13,309,278
Debt securities available-for-sale, at estimated fair value
1,181,087 1,231,827 1,261,580 735,561 746,168
Debt securities held-to-maturity, net of allowance for securities credit losses 852,917 881,568 919,734 968,969 1,005,476
Equity investments 88,239 91,882 90,731 87,808 87,365
Restricted equity investments, at cost 119,503 129,329 142,398 106,538 102,172
Loans receivable, net of allowance for loan credit losses 11,059,275 10,970,666 10,489,852 10,119,781 10,058,072
Deposits 11,155,916 10,964,405 10,435,994 10,232,442 10,177,023
Federal Home Loan Bank advances 1,180,179 1,397,179 1,705,585 938,687 891,021
Securities sold under agreements to repurchase from customers and other borrowings 322,767 309,667 263,007 259,509 262,940
Total stockholders’ equity 1,669,368 1,662,550 1,653,427 1,643,680 1,709,117
For the Three Months Ended,
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Selected Operating Data:
Interest income $ 168,291 $ 171,732 $ 162,194 $ 154,825 $ 153,703
Interest expense 71,844 76,454 71,537 67,189 67,051
Net interest income 96,447 95,278 90,657 87,636 86,652
Provision for credit losses 2,738 3,700 4,092 3,039 5,340
Net interest income after provision for credit losses 93,709 91,578 86,565 84,597 81,312
Other income (excluding equity investments) 7,102 9,181 12,311 11,245 11,048
Net (loss) gain on equity investments (354) 230 (7) 488 205
Operating expenses (excluding non-core operations) 69,125 71,227 72,390 71,474 64,294
Restructuring charges 128 7,379 4,147 — —
Credit risk transfer execution expense — 1,283 — — —
FDIC special assessment release — — (210) — —
Merger-related expenses 4,150 4,253 — — —
Income before provision for income taxes 27,054 16,847 22,542 24,856 28,271
Provision for income taxes 6,548 3,754 5,156 5,771 6,808
Net income 20,506 13,093 17,386 19,085 21,463
Net income (loss) attributable to non-controlling interest — — 56 39 (46)
Net income attributable to OceanFirst Financial Corp. $ 20,506 $ 13,093 $ 17,330 $ 19,046 $ 21,509
Net income available to common stockholders $ 20,506 $ 13,093 $ 17,330 $ 16,200 $ 20,505
Diluted earnings per share $ 0.36 $ 0.23 $ 0.30 $ 0.28 $ 0.35
Net accretion/amortization of purchase accounting adjustments included in net interest income $ 59 $ 222 $ 510 $ 420 $ 219
18
(continued)
At or For the Three Months Ended
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Selected Financial Ratios and Other Data(1) (2):
Performance Ratios (Annualized):
Return on average assets (3)
0.57 % 0.36 % 0.51 % 0.49 % 0.62 %
Return on average tangible assets (3) (4)
0.59 0.38 0.53 0.51 0.65
Return on average stockholders’ equity (3)
4.95 3.12 4.15 3.86 4.85
Return on average tangible stockholders’ equity (3) (4)
7.22 4.57 6.13 5.66 7.05
Return on average tangible common equity (3) (4)
7.22 4.57 6.13 5.66 7.40
Stockholders’ equity to total assets 11.47 11.42 11.54 12.33 12.84
Tangible stockholders’ equity to tangible assets (4)
8.15 8.09 8.12 8.67 9.19
Tangible common equity to tangible assets (4)
8.15 8.09 8.12 8.67 8.76
Net interest rate spread 2.44 2.36 2.36 2.37 2.35
Net interest margin 2.93 2.87 2.91 2.91 2.90
Operating expenses to average assets 2.05 2.33 2.23 2.16 1.96
Efficiency ratio (5)
71.13 80.37 74.13 71.93 65.67
Loan-to-deposit ratio 99.70 100.60 101.20 99.50 99.50
19
(continued)
At or For the Three Months Ended
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Trust and Asset Management:
Wealth assets under administration and management (“AUA/M”) $ 142,962 $ 142,030 $ 143,708 $ 141,921 $ 149,106
Nest Egg AUA/M 469,586 485,606 463,906 462,664 453,803
Total AUA/M 612,548 627,636 607,614 604,585 602,909
Per Share Data:
Cash dividends per common share $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20
Book value per common share at end of period 28.98 28.97 28.81 28.64 29.27
Tangible book value per common share at end of period (4)
19.86 19.79 19.52 19.34 19.16
Common shares outstanding at end of period 57,600,069 57,390,569 57,388,603 57,383,975 58,383,525
Preferred shares outstanding at end of period — — — — 57,370
Number of full-service customer facilities: 41 41 40 40 39
Quarterly Average Balances
Total securities $ 2,282,663 $ 2,339,646 $ 1,990,917 $ 1,917,114 $ 2,003,206
Loans receivable, net 10,992,163 10,724,240 10,278,610 10,036,785 10,013,383
Total interest-earning assets 13,357,862 13,157,360 12,363,997 12,065,530 12,112,028
Total goodwill and intangibles 526,228 529,006 533,835 534,734 535,657
Total assets 14,550,698 14,337,776 13,551,194 13,248,073 13,311,893
Time deposits 2,372,824 2,270,671 2,105,734 2,175,564 1,916,109
Total deposits (including non-interest-bearing deposits) 11,076,407 11,122,681 10,263,523 10,176,895 10,030,051
Total borrowings 1,621,709 1,350,390 1,432,196 1,201,878 1,343,757
Total interest-bearing liabilities 10,966,327 10,717,860 9,975,062 9,739,728 9,775,836
Non-interest bearing deposits 1,731,789 1,755,211 1,720,657 1,639,045 1,597,972
Stockholders' equity 1,678,482 1,665,201 1,655,893 1,682,647 1,715,134
Tangible stockholders’ equity (4)
1,152,254 1,136,195 1,122,058 1,147,913 1,179,477
Quarterly Yields and Costs
Total securities 3.96 % 4.10 % 3.83 % 3.82 % 3.99 %
Loans receivable, net 5.34 5.43 5.49 5.41 5.37
Total interest-earning assets 5.10 5.19 5.21 5.14 5.13
Time deposits 3.55 3.68 3.73 3.74 3.91
Total cost of deposits (including non-interest-bearing deposits) 1.97 2.13 2.06 2.06 2.06
Total borrowed funds 4.54 4.95 5.07 4.98 4.83
Total interest-bearing liabilities 2.66 2.83 2.85 2.77 2.78
Net interest spread 2.44 2.36 2.36 2.37 2.35
Net interest margin 2.93 2.87 2.91 2.91 2.90
(1) With the exception of end of quarter ratios, all ratios are based on average daily balances.
(2) Performance ratios for each period are presented on a GAAP basis and include non-core operations. Refer to “Other Items - Non-GAAP Reconciliation.”
(3) Ratios for each period are based on net income available to common stockholders.
(4) Tangible stockholders’ equity and tangible assets exclude goodwill and other intangibles. Tangible common equity (also referred to as “tangible book value”) excludes goodwill, intangibles and preferred equity. Refer to “Other Items - Non-GAAP Reconciliation.”
(5) Efficiency ratio represents the ratio of operating expenses to the aggregate of other income and net interest income.
20
OceanFirst Financial Corp.
OTHER ITEMS
(dollars in thousands, except per share amounts)
NON-GAAP RECONCILIATION
For the Three Months Ended
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Core Earnings:
Net income available to common stockholders (GAAP)
$ 20,506 $ 13,093 $ 17,330 $ 16,200 $ 20,505
Adjustments to exclude the impact of non-recurring and non-core items:
Net loss (gain) on equity investments 354 (230) 7 (488) (205)
Restructuring charges 128 7,379 4,147 — —
Credit risk transfer execution expense — 1,283 — — —
FDIC special assessment release — — (210) — —
Merger-related expenses 4,150 4,253 — — —
Income tax (benefit) expense on items (806) (2,254) (926) 115 49
Loss on redemption of preferred stock — — — 1,842 —
Core earnings (Non-GAAP)
$ 24,332 $ 23,524 $ 20,348 $ 17,669 $ 20,349
Income tax expense $ 6,548 $ 3,754 $ 5,156 $ 5,771 $ 6,808
Provision for credit losses 2,738 3,700 4,092 3,039 5,340
Less: income tax (benefit) expense on non-core items (806) (2,254) (926) 115 49
Core earnings PTPP (Non-GAAP)
$ 34,424 $ 33,232 $ 30,522 $ 26,364 $ 32,448
Core earnings diluted earnings per share $ 0.43 $ 0.41 $ 0.36 $ 0.31 $ 0.35
Core earnings PTPP diluted earnings per share $ 0.60 $ 0.58 $ 0.54 $ 0.46 $ 0.56
Core Ratios (Annualized):
Return on average assets 0.68 % 0.65 % 0.60 % 0.53 % 0.62 %
Return on average tangible stockholders’ equity 8.56 8.21 7.19 6.17 7.00
Return on average tangible common equity 8.56 8.21 7.19 6.17 7.34
Efficiency ratio 66.76 68.19 70.30 72.28 65.81
21
(continued)
March 31, December 31, September 30, June 30, March 31,
2026 2025 2025 2025 2025
Tangible Equity:
Total stockholders' equity $ 1,669,368 $ 1,662,550 $ 1,653,427 $ 1,643,680 $ 1,709,117
Less:
Goodwill 517,481 517,481 523,308 523,308 523,308
Intangibles 8,198 9,046 9,934 10,834 11,740
Tangible stockholders' equity 1,143,689 1,136,023 1,120,185 1,109,538 1,174,069
Less:
Preferred stock — — — — 55,527
Tangible common equity $ 1,143,689 $ 1,136,023 $ 1,120,185 $ 1,109,538 $ 1,118,542
Tangible Assets:
Total assets $ 14,556,336 $ 14,564,317 $ 14,324,664 $ 13,327,847 $ 13,309,278
Less:
Goodwill 517,481 517,481 523,308 523,308 523,308
Intangibles 8,198 9,046 9,934 10,834 11,740
Tangible assets $ 14,030,657 $ 14,037,790 $ 13,791,422 $ 12,793,705 $ 12,774,230
Tangible stockholders' equity to tangible assets 8.15 % 8.09 % 8.12 % 8.67 % 9.19 %
Tangible common equity to tangible assets 8.15 % 8.09 % 8.12 % 8.67 % 8.76 %
22
EX-99.2
EX-99.2
Filename: ex992q12026-earningsrele.htm · Sequence: 3
ex992q12026-earningsrele
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 1 OceanFirst Bank OceanFirst Financial Corp. Q1 2026 Earnings Release Supplement (1) April 2026 (1) The Q1 2026 Earnings Release Supplement should be read in conjunction with the Earnings Release furnished as Exhibit 99.1 to the Form 8-K filed with the SEC on April 23, 2026. OCEANFIRST BANK | A p r i l 2 3 , 2026 Exhibit 99.2
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Legal Disclaimer 2 FORWARD LOOKING STATEMENTS. In addition to historical information, this presentation 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 OceanFirst Financial Corp (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 not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance 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 Corporation (“Flushing”) and the proposed investment by Warburg Pincus LLC (“Warburg”) in the Company’s equity securities. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, inflation, general economic conditions, including potential recessionary conditions, levels of unemployment in the Company’s lending area, real estate market values in the Company’s lending area, potential goodwill impairment, natural disasters, potential increases to flood insurance premiums, the current or anticipated impact of military conflict, terrorism or other geopolitical events, the imposition of tariffs or other domestic or international governmental policies and retaliatory responses, the effects of a potential future federal government shutdown, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to successfully implement such strategies, competition, demand for financial services in the Company’s market area, our ability to enter into new markets and capitalize on growth opportunities, the adequacy of and changes in the economic assumptions and methodology for computing the allowance for credit losses, availability of capital, competition, our ability to maintain and increase market share and control expenses, changes in investor sentiment and consumer spending, borrowing and savings habits, changes in accounting principles, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks and fraud, the failure to maintain current technologies, failure to retain or attract employees, the impact of pandemics on our operations and financial results and those of our customers and the Bank’s ability to successfully integrate acquired operations. Additional forward-looking statements related to the proposed transaction with Flushing and the proposed investment by Warburg include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the necessary regulatory approvals (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the Company and Flushing; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on Company’s and Flushing’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of the Company and Flushing; (vii) potential difficulties in retaining Company and Flushing customers and employees as a result of the proposed transaction; (viii) potential litigation relating to the proposed transaction that could be instituted against the Company, Flushing or their respective directors and officers, including the effects of any outcomes related thereto; (ix) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected expenses, factors or events; (x) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Flushing do business; and (xi) the dilution caused by the Company’s issuance of additional shares of its capital stock in connection with the transaction. The foregoing list of factors is not exhaustive. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. NON-GAAP FINANCIAL INFORMATION. This presentation contains certain non-GAAP (generally accepted accounting principles) measures. These non-GAAP measures, as calculated by the Company, are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP measures are not measures of financial performance or liquidity under GAAP and should not be considered alternatives to the Company's other financial information determined under GAAP. See reconciliations of certain non-GAAP measures included at the end of this presentation and in the Company’s Earnings Release furnished as Exhibit 99.1 to the Form 8-K as filed with the SEC on April 23, 2026. MARKET AND INDUSTRY DATA. This presentation references certain market, industry and demographic data, forecasts and other statistical information. We have obtained this data, forecasts and information from various independent, third-party industry sources and publications. Nothing in the data, forecasts or information used or derived from third-party sources should be construed as advice. Some data and other information are also based on our good faith estimates, which are derived from our review of industry publications and surveys and independent sources. We believe that these sources and estimates are reliable but have not independently verified them. Statements as to our market position are based on market data currently available to us. These estimates involve inherent risks and uncertainties and are based on assumptions that are subject to change.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Q1-26 Financial Highlights (1) For non-GAAP financial measures, please refer to the “Non-GAAP Reconciliations” in the Appendix for a reconciliation to GAAP financial information. (2) Q1-26 CET1 Ratio – Preliminary Estimate. Financial Highlights $0.43 Core Diluted EPS(1) $96 million Net Interest Income 0.68% Core ROAA(1) 8.56% Core ROTCE(1) $0.60 Core PTPP Diluted EPS(1) 10.7% CET1 Ratio(2) ▪ Net interest income increased $1 million (or 1%) from the linked quarter and $10 million (or 11%) compared to Q1-25 showing the continued momentum from interest earning asset growth. ▪ Total loans grew by $92 million (3% annualized), led by an increase of $105 million (19% annualized) in commercial and industrial loans. With $429 million in originations and a $418 million pipeline, the company’s growth trajectory remains strong. ▪ Non-interest expense decreased by 13%, or $11 million, to $73 million, and operating expenses, excluding non-core operations, decreased to $69 million from $71 million(1). ▪ Our announced merger on December 29, 2025, with Flushing Financial Corporation, which has recently been approved by shareholders, the New York State Department of Financial Services, and the Office of the Comptroller of the Currency, remains subject to regulatory approval by the Board of Governors of the Federal Reserve System and to other customary closing conditions. 3
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Loan Portfolio Trends Moderated Loan Growth ($’millions) ▪ Total loans increased $92 million (3% annualized), including $105 million (19% annualized) of commercial and industrial loan growth. ▪ The company maintained strong momentum, delivering $429 million in loan originations and a $418 million pipeline. ▪ NDFI(1) loan balances remain minimal, totaling $351 million (or ~3% of total loans) at Q1-26. 5,200 5,068 5,211 5,421 5,479 897 914 997 986 1,017 749 863 999 1,228 1,302 3,053 3,119 3,135 3,194 3,128 5.37% 226 Q1-25 5.41% 221 Q2-25 5.49% 216 Q3-25 5.43% 203 Q4-25 Q1-26 10,125 10,185 10,558 11,032 5.34% 11,124 198 Average Loan Yield Home Equity & Consumer Residential C&I - non-real estate C&I - real estate CRE Investor-Owned 4 (1) Non-Depository Financial Institution
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 125,454 124,112 104,773 93,715 154,441 23,811 21,521 18,972 18,161 3.70% 1.47% Q1-25 3.82% 1.43% Q2-25 3.68% 1.17% Q3-25 1.01% Q4-25 Q1-26 3.47% 1.53% 15,901 Strong asset quality trends driven by prudent growth and strong credit risk management Quarterly Credit Trends (1 of 2) Non-Performing Loans and Assets ($’000)(1) Special Mention and Substandard Loans ($’000) Criticized loans as a % of total loans remain low at 1.53% as of Q1-26 compared to 2.06% as of Q4-19 (pre-pandemic). 29,246 26,711 35,586 22,359 28,738 7,680 7,498 10,266 10,393 0.29% 0.23% 1,917 Q1-25 0.26% Q2-25 0.34% 0.30% Q3-25 0.20% 0.22% Q4-25 0.26% 0.27% Q1-26 NPL to total loans NPA to total assets OREO Non-performing loans Peer Average Criticized Loans / Total Loans OCFC Criticized Loans / Total Loans Special Mention Substandard 5 OCFC 10-Year (2015-2025) Average Criticized Loans / Total Loans = 1.78% (2) (1) Note: At March 31, 2026, of the Special Mention loans and Substandard loans represented above, 88.2% and 66.8% were current on payments, respectively. (1) OCFC criticized loans exclude other real estate owned. (2) Peer data is on a one quarter lag. (3) Increase due to one C&I relationship of $50.4 million that is still accruing. (1) PCD loans are not included in these metrics. Refer to Asset Quality section in the Earnings Release for additional information. (3)
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Quarterly Credit Trends (2 of 2) Loan Allowance for Credit Losses (ACL) Plus PCD & General Credit Marks / Total Loans NCOs / (Recoveries) and Provision for Credit Loss Expense ($’thousands) 0.05% 0.78% Q1-25 0.05% 0.78% Q2-25 0.04% 0.77% Q3-25 0.04% 0.76% Q4-25 0.04% 0.77% Q1-26 0.83% 0.83% 0.81% 0.80% 0.81% PCD & General Credit Marks ACL 636 2,218 617 1,974 701 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Provision Expense Net Charge-offs (Recoveries) 2,086 Includes $3.3 million of increased provision related to elevated uncertainty in the macroeconomic environment despite strong asset quality metrics. 5,340 6 3,039 Note: The allowance for credit losses plus the unamortized credit and PCD marks amounted to $89.9 million, or 0.81% of total loans at Q1-26, as compared to $87.7 million, or 0.80% of total loans at Q4-25. Note: Q2-25 charge-offs primarily relate to two commercial relationships of $1.6 million and $445K for NPL sale. 4,092 3,700 2,738
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 COVID-19 Pandemic Track Record of Strong Credit Performance ▪ From 2006 to Q1-26, inclusive of the Global Financial Crisis, Hurricane Sandy, and the COVID-19 Pandemic, OCFC’s NCO to average loans totaled 14 bps per year compared to 72 bps for all commercial banks between $10 - $50 billion in assets. ▪ From 2006 to Q1-26, peak net charge-offs to average loans for OCFC totaled 56 bps in 2011. Peak charge-offs for commercial banks between $10 - $50 billion in assets were 253 bps in 2009. Global Financial Crisis Hurricane Sandy 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Q1-26 OCFC NCO / Avg Loans Commercial Banks ($10-50 bn) NCO / Avg Loans(1) 7 Source: S&P Global. (1) Any period with net recoveries is denoted as 0% NCO / Avg Loans in the graph. (2) Commercial bank reporting is on a one quarter lag (2)
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Deposit Trends ▪ Deposits increased by $192 million (or 1.7%), driven by an increase in non-maturity deposits of $273 million (or 3.2%) from the prior quarter. ▪ The decrease in time deposits by $82 million was primarily driven by lower brokered CD’s of $122 million. Deposit Mix Remains Stable ($’millions) 2,120 2,299 2,215 2,469 2,387 1,052 1,023 1,000 986 986 1,337 1,378 1,398 1,413 1,489 4,007 3,845 4,091 4,354 4,537 1,661 1,687 1,732 1,742 1,757 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 10,177 10,232 10,436 10,964 11,156 Non-Int. Bearing Int. Bearing Checking Money Market Savings Time Deposits Deposit Beta(1) Up Cycle Down Cycle 42% 22% 8 Cost of Deposits Spot Avg Type of Account Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Q1-26 Int. Bearing Checking 2.04% 2.02% 2.08% 2.05% 2.15% 2.05% Money Market 2.83% 2.94% 2.75% 2.43% 2.43% 2.43% Savings 0.67% 0.66% 0.63% 0.55% 0.52% 0.54% Time Deposits 3.75% 3.75% 3.74% 3.64% 3.48% 3.55% Total (incl. non-int. bearing) 2.03% 2.07% 2.04% 2.00% 1.99% 1.97% (1) Deposit beta is calculated as the increase in rate paid on total deposits per quarter divided by the incremental increase in the fed funds rate since January 1, 2022. Up cycle is the period from January 1, 2022 to June 30, 2024. The down cycle is from July 1, 2024 to March 31, 2026.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Net Interest Income and Net Interest Margin Trends Net Interest Margin NIM Bridge 2.90% Q1-25 2.91% Q2-25 2.91% Q3-25 2.87% Q4-25 2.93% Q1-26 NIM Net Interest Income ($’000) 86,652 Q1-25 87,636 Q2-25 90,657 Q3-25 95,278 Q4-25 96,447 Q1-26 Net Interest Income ▪ Net interest income increased 1% and 11% compared to Q4-25 and Q1-25, respectively. ▪ Net interest margin increased 6 bps and 3 bps compared to Q4-25 and Q1-25, respectively. ▪ Competitive market environment may pressure margin as peers compete on rate for quality credit and deposits. 9 Q4-25 NIM 0.04% Mix-shift in balances and rates excluding subordinated debt 0.02% Subordinated debt impact Q1-26 NIM 2.87% 2.93%
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Core Efficiency Ratio(1) Expense Discipline and Focused Investment Core Non-Interest Expense(1) ($’000) 9,081 10,867 10,517 9,757 9,399 2,425 4,336 3,467 3,579 3,222 6,647 6,808 7,164 7,104 7,052 2,983 2,898 2,826 3,102 3,215 6,418 6,323 7,029 6,701 6,753 36,740 40,242 41,387 40,984 39,484 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 64,294 71,474 72,390 71,227 69,125 Compensation & employee benefits Occupancy & equipment FDIC & regulatory assessments Data processing Professional fees Other Opex ▪ Q1-26 core non-interest expenses decreased by $2.1 million (or 3%) from the linked quarter driven primarily by lower compensation expenses. (2) 10 65.81% Q1-25 72.28% Q2-25 70.30% Q3-25 68.19% Q4-25 66.76% Q1-26 1.96% 2.16% 2.12% 1.97% 1.93% Core Efficiency Ratio Core Non-Interest Expense to Average Assets (Annualized) (1) For non-GAAP financial measures, please refer to the “Non-GAAP Reconciliations” in the Appendix for a reconciliation to GAAP financial information. (2) Other Opex includes marketing, check card processing, amortization of intangibles, and other expenses.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Generating Consistent Returns Book Value and Tangible Book Value per Common Share(1) ($) Core ROAA(1), ROTE(1), and ROTCE(1) ▪ Capital remains strong and above “well capitalized” levels. ▪ Tangible book value per common share increased $0.70 or 4% from the same quarter last year. ▪ Total share repurchases of 177,450 for employee related awards in Q1-26(3). Capital Management ($’millions) 19.16 19.34 19.52 19.79 19.86 29.27 28.64 28.81 28.97 28.98 Q1-25 Q2-25 Q3-25 Q4-25 Q1-26 Book Value per Share Tangible Book Value per Common Share 7.00% 7.34% 0.62% Q1-25 6.17% 0.53% Q2-25 7.19% 0.60% Q3-25 8.21% 0.65% Q4-25 8.56% 0.68% Q1-26 Core ROTE Core ROTCE Core ROAA 12 12 12 12 12 7 17 3 9.2% 11.2% Q1-25 8.7% 11.0% Q2-25 8.1% 10.6% 0 Q3-25 8.1% 10.7% 0 Q4-25 8.2% 10.7% Q1-26 Tangible Stockholders’ Equity to Tangible Assets (1) CET1(2) Share Repurchases Common Dividend 11 (1) For non-GAAP financial measures, please refer to the “Non-GAAP Reconciliations” in the Appendix for a reconciliation to GAAP financial information. (2) Q1-26 CET1 Ratio – Preliminary Estimate. (3) Represents share repurchases from employees that have elected to sell shares to cover withholding taxes. These shares are not included as repurchases under the authorized share repurchase programs.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Management Q2-26 Outlook(1) 12 Outlook Comments Loans 1-2% growth sequentially • Expecting continued steady growth, subject to unanticipated payoffs. • Growth will be predominately driven by C&I with muted growth in CRE and Construction. • Credit expected to remain benign. Deposits Consistent with loan growth • Maintain loan-to-deposit ratio <=100%. Net Interest Income 1-2% growth sequentially • NIM is expected to remain stable with modest expansion. • Subject to expected growth and interest rate trends, we expect net interest income dollars to grow in-line with loans. Other Income $7 to $8 million • Subject to loan swap activity. Operating Expenses $70 to $71 million • Includes anticipated increases related to new commercial banking hires, partly offset by lower data processing spend. Capital Strong CET1 ratio (>10.5%) • Sufficient capital to fund near-term growth. (1) Management Outlook is for OCFC Standalone and does not include the pending Flushing Financial Corporation merger impact.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Outlook Comments Loans 7-9% growth • Expecting continued steady growth, subject to unanticipated payoffs and supported by our strong pipeline. • Growth will be driven by C&I verticals offset by run-off from the Residential portfolio. • Credit is expected to remain benign. Deposits Consistent with loan growth • Maintain loan-to-deposit ratio <=100%. Net Interest Income > 3.00% NIM • Subject to expected growth and interest rate trends, we expect net interest income dollars to grow in-line with loans. • No rate cuts modeled through the rest of the year. Other Income $25 to $35 million • Levels reduced year-over-year related to the outsourcing of residential and title platforms. Operating Expenses $275 to $285 million • Includes inflationary increases in compensation and new commercial banking hires, partly offset by lower data processing spend. Capital Strong CET1 ratio (>10.5%) • Continuing to explore ways to optimize capital in relation to loan growth. Management 2026 Outlook(1) 13 (1) Management Outlook is for OCFC Standalone and does not include the pending Flushing Financial Corporation merger impact.
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 14 14 14 OceanFirst Bank Appendix OCEANFIRST BANK | A p r i l 23, 2026
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Diversified CRE Portfolio with Conservative Risk Profile ▪ Underlying collateral is diversified. ▪ Low concentration in the Multi-Family portfolio, which represents 7% of total assets. ▪ Maturity wall is modest and has a minimal impact: Our CRE Investor- Owned maturity wall, totaling $1.56 billion (or 14% of total loans), is set to mature in 2026 and 2027 with weighted average rates of 4.49% and 4.43%, for each respective cohort. The impact of repriced loans to-date has been benign. CRE Investor-Owned Portfolio by Geography(3) Notes: • All data represents CRE Investor-Owned balances, excluding purchase accounting marks and Construction as of March 31, 2026, unless otherwise noted. • WA rate includes borrower fixed-rate exposure for loans with swap contracts and excludes any benefit from back-to-back rate swaps • WA LTV represents the weighted average of loan balances as of March 31, 2026 divided by their most recent appraisal value, which is generally obtained at the time of origination. • WA DSCR represents the weighted average of net operating income on the property before debt service divided by the loan’s respective annual debt service based on the most recent credit review of the borrower. Footnotes: (1) Other includes underlying co-operatives, single purpose, stores and some living units / mixed use, investor-owned 1-4 family, land / development, and other. (2) Rent-regulated multi-family is defined as buildings with >50% rent-regulated units. (3) Based on location of collateral. 30% 28% 26% 9% NY PA/DE NJ 4% MA 3% MD/DC Other Limited underlying concentration exposure: • NYC rent-regulated(2) multi-family: $27.8 million • NYC Office Central Business District (CBD): $7.0 million 15 CRE Investor-Owned - Maturity Wall Balance Weighted Average % of Maturity Year ($'millions) Rate (%) LTV (%) DSCR (x) Loans 2026 695 4.49% 56.8% 1.83x 6.24% 2027 865 4.43% 53.7% 1.92x 7.78% Total 1,560 4.46% 55.1% 1.88x 14.02% CRE Investor-Owned - Collateral Details $'millions CRE: Investor-Owned % of Total WA LTV (%) WA DSCR (x) Office 1,040 21.3% 55.1% 1.74x Retail 1,128 23.1% 60.5% 1.88x Multi-Family 984 20.1% 61.4% 1.49x Industrial / Warehouse 809 16.5% 50.8% 2.04x Hospitality 174 3.6% 46.4% 1.80x Other (1) 755 15.4% 52.1% 1.80x CRE: Investor-Owned 4,890 100.0% 56.2% 1.78x Construction 589 CRE IO and Construction Total 5,479
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 COVID-19 Pandemic Hurricane Sandy Global Financial Crisis Northeast Outperforms Through Credit Cycles… ▪ Historically, net charge-offs for Northeastern headquartered banks have greatly outperformed major exchange traded U.S. banks headquartered in other regions ▪ Median net charge-offs / average assets for Northeastern banks averaged 20 bps during the Global Financial Crisis compared to 50 bps for other regions. GFC Peak NCOs 1.1x1.8x 2.2x 4.9x2.8x 16 Source: S&P Global. Note: Commercial bank reporting is on a one quarter lag. 0.29% 0.51% 0.63% 0.32% 0.80% 1.43% Northeast Mid Atlantic Southeast Midwest Southwest West
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Hurricane Sandy Global Financial Crisis COVID-19 Pandemic …With a Similar Story in Commercial Real Estate Portfolios GFC Peak CRE NCOs ▪ Northeastern banks’ CRE portfolio net charge-offs have also historically outperformed major exchange traded banks in other regions ▪ Median CRE net charge-offs / average assets for Northeastern banks averaged 2 bps during the Global Financial Crisis compared to 6 bps for other regions 17 Source: S&P Global. Note: Commercial bank reporting is on a one quarter lag. 0.03% 0.10% 0.09% 0.11% 0.04% 0.16% Northeast Mid Atlantic Southeast Midwest Southwest West
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Non-GAAP Reconciliations (1 of 2) 18 Non-GAAP Reconciliation For the Three Months Ended March 31, December 31, September 30, June 30, March 31, 2026 2025 2025 2025 2025 Core Earnings: Net income available to common stockholders (GAAP) $ 20,506 $ 13,093 $ 17,330 $ 16,200 $ 20,505 Adjustments to exclude the impact of non-recurring and non- core items: Net loss (gain) on equity investments 354 (230) 7 (488) (205) Restructuring charges 128 7,379 4,147 - - Credit risk transfer execution expense - 1,283 - - - FDIC special assessment release - - (210) - - Merger related expenses 4,150 4,253 - - - Income tax (benefit) expense on items (806) (2,254) (926) 115 49 Loss on redemption of preferred stock - - - 1,842 - Core earnings (Non-GAAP) $ 24,332 $ 23,524 $ 20,348 $ 17,669 $ 20,349 Income tax expense 6,548 3,754 5,156 5,771 6,808 Provision for credit losses 2,738 3,700 4,092 3,039 5,340 Less: income tax (benefit) expense on non-core items (806) (2,254) (926) 115 49 Core earnings PTPP (Non-GAAP) $ 34,424 $ 33,232 $ 30,522 $ 26,364 $ 32,448 Core earnings diluted earnings per share $ 0.43 $ 0.41 $ 0.36 $ 0.31 $ 0.35 Core earnings PTPP diluted earnings per share $ 0.60 $ 0.58 $ 0.54 $ 0.46 $ 0.56 Core Ratios (Annualized): Return on average assets 0.68% 0.65% 0.60% 0.53% 0.62% Return on average tangible stockholders’ equity 8.56 8.21 7.19 6.17 7.00 Return on average tangible common equity 8.56 8.21 7.19 6.17 7.34 Efficiency ratio 66.76 68.19 70.30 72.28 65.81
. . . 0-51-141 0-171-232 0-169-83 0-176-80 238-112-8 144-187-35 Non-GAAP Reconciliations (2 of 2) 19 Non-GAAP Reconciliation For the Three Months Ended March 31, December 31, September 30, June 30, March 31, 2026 2025 2025 2025 2025 Tangible Equity: Total stockholders' equity $ 1,669,368 $ 1,662,550 $ 1,653,427 $ 1,643,680 $ 1,709,117 Less: Goodwill 517,481 517,481 523,308 523,308 523,308 Intangibles 8,198 9,046 9,934 10,834 11,740 Tangible stockholders' equity 1,143,689 1,136,023 1,120,185 1,109,538 1,174,069 Less: Preferred stock - - - - 55,527 Tangible common equity $ 1,143,689 $ 1,136,023 $ 1,120,185 $ 1,109,538 $ 1,118,542 Tangible Assets: Total Assets $ 14,556,336 $ 14,564,317 $ 14,324,664 $ 13,327,847 $ 13,309,278 Less: Goodwill 517,481 517,481 523,308 523,308 523,308 Intangibles 8,198 9,046 9,934 10,834 11,740 Tangible Assets $ 14,030,657 $ 14,037,790 $ 13,791,422 $ 12,793,705 $ 12,774,230 Tangible stockholders' equity to tangible assets 8.15% 8.09% 8.12% 8.67% 9.19% Tangible common equity to tangible assets 8.15% 8.09% 8.12% 8.67% 8.76%
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele001.jpg · Sequence: 7
Binary file (52465 bytes)
Download ex992q12026-earningsrele001.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele002.jpg · Sequence: 8
Binary file (366749 bytes)
Download ex992q12026-earningsrele002.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele003.jpg · Sequence: 9
Binary file (179179 bytes)
Download ex992q12026-earningsrele003.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele004.jpg · Sequence: 10
Binary file (110726 bytes)
Download ex992q12026-earningsrele004.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele005.jpg · Sequence: 11
Binary file (138822 bytes)
Download ex992q12026-earningsrele005.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele006.jpg · Sequence: 12
Binary file (116144 bytes)
Download ex992q12026-earningsrele006.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele007.jpg · Sequence: 13
Binary file (102023 bytes)
Download ex992q12026-earningsrele007.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele008.jpg · Sequence: 14
Binary file (129138 bytes)
Download ex992q12026-earningsrele008.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele009.jpg · Sequence: 15
Binary file (109344 bytes)
Download ex992q12026-earningsrele009.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele010.jpg · Sequence: 16
Binary file (122897 bytes)
Download ex992q12026-earningsrele010.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele011.jpg · Sequence: 17
Binary file (139342 bytes)
Download ex992q12026-earningsrele011.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele012.jpg · Sequence: 18
Binary file (118075 bytes)
Download ex992q12026-earningsrele012.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele013.jpg · Sequence: 19
Binary file (122419 bytes)
Download ex992q12026-earningsrele013.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele014.jpg · Sequence: 20
Binary file (27264 bytes)
Download ex992q12026-earningsrele014.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele015.jpg · Sequence: 21
Binary file (186256 bytes)
Download ex992q12026-earningsrele015.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele016.jpg · Sequence: 22
Binary file (111590 bytes)
Download ex992q12026-earningsrele016.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele017.jpg · Sequence: 23
Binary file (108701 bytes)
Download ex992q12026-earningsrele017.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele018.jpg · Sequence: 24
Binary file (120643 bytes)
Download ex992q12026-earningsrele018.jpg
GRAPHIC
GRAPHIC
Filename: ex992q12026-earningsrele019.jpg · Sequence: 25
Binary file (104733 bytes)
Download ex992q12026-earningsrele019.jpg
GRAPHIC
GRAPHIC
Filename: oceanfirstpressreleas19.jpg · Sequence: 26
Binary file (27319 bytes)
Download oceanfirstpressreleas19.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 28
v3.26.1
Cover Page
Apr. 23, 2026
Cover [Abstract]
Document Type
8-K
Document Period End Date
Apr. 23, 2026
Entity Registrant Name
OCEANFIRST FINANCIAL CORP.
Entity Incorporation, State or Country Code
DE
Entity File Number
001-11713
Entity Tax Identification Number
22-3412577
Entity Address, Address Line One
110 West Front Street
Entity Address, City or Town
Red Bank
Entity Address, State or Province
NJ
Entity Address, Postal Zip Code
07701
City Area Code
732
Local Phone Number
240-4500
Written Communications
true
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common stock, $0.01 par value per share
Trading Symbol
OCFC
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
Entity Central Index Key
0001004702
Amendment Flag
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration