Annual Report (10-k)

Share Name	Share Symbol	Market	Type
OceanFirst Financial Corporation	NASDAQ:OCFC	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.13	0.73%	17.98	15.00	28.72	18.02	17.76	17.87	83,180	18:02:31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-11713

OceanFirst Financial Corp.

(Exact name of registrant as specified in its charter)


Delaware						22-3412577
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices)

Registrant’s telephone number, including area code: (732) 240-4500

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

Depositary Shares (each representing a 1/40th interest in a share of 7.0% Series A Non-Cumulative, perpetual preferred stock)

OCFCP

NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 final accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒.

The aggregate market fair value of the voting and non-voting common equity held by non-affiliates of the registrant, i.e., persons other than the directors and executive officers of the registrant, was $1,102,277,219 based upon the closing price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of the registrant’s Common Stock as of February 21, 2023 was 59,198,753.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days from December 31, 2022, are incorporated by reference into Part III of this Form 10-K.

INDEX


		PAGE
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	34
Item 2.	Properties	34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	[Reserved]	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	103
Item 9A.	Controls and Procedures	103
Item 9B.	Other Information	103
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	103
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	104
Item 11.	Executive Compensation	104
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	104
Item 13.	Certain Relationships and Related Transactions, and Director Independence	104
Item 14.	Principal Accountant Fees and Services	104
PART IV
Item 15.	Exhibits and Financial Statement Schedules	105
Item 16.	Form 10-K Summary	109

Signatures		110

PART I


Item 1.			Business

General

OceanFirst Financial Corp. (the “Company”) is incorporated under Delaware law and serves as the holding company for OceanFirst Bank N.A. (the “Bank”). At December 31, 2022, the Company had consolidated total assets of $13.1 billion and total stockholders’ equity of $1.6 billion. The Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “FRB”) and the Securities and Exchange Commission (the “SEC”). The Bank is primarily subject to regulation and supervision by the Office of the Comptroller of the Currency (the “OCC”) and the Consumer Financial Protection Bureau (the “CFPB”). Currently, the Company transacts the vast majority of its business through the Bank, its subsidiary.

The Company has been the holding company for the Bank since the Bank’s conversion from a federally-chartered mutual savings bank to a federally-chartered capital stock savings bank in 1996 (the “Conversion”). Effective January 31, 2018, the Bank converted to a national bank charter and the Company became a bank holding company. The conversion on January 31, 2018 did not change the entities which regulate and supervise the Bank and Company. The Bank’s principal business is originating loans, consisting of commercial real estate and other commercial loans, which have become a key focus of the Bank, and single-family, owner-occupied residential mortgage loans. The Bank also invests in other types of loans, including residential construction and consumer loans. The Bank primarily funds these loans by attracting retail and commercial deposits. In addition, the Bank invests in mortgage-backed securities (“MBS”), securities issued by the U.S. Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations. The Bank’s revenues are derived principally from interest on its loans, and to a lesser extent, interest on its debt and equity securities. The Bank also receives income from bankcard services, trust and asset management products and services, deposit account services, bank owned life insurance, commercial loan swap income, gain on sale of loans, securities and equity investments, other fees and service charges. The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, Federal Home Loan Bank (“FHLB”) advances, other borrowings, and proceeds from the sale of loans and investments. While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment sales are greatly influenced by interest rates, economic conditions, and competition. The Bank has other sources of liquidity if a need for additional funds arises, including various lines of credit at multiple financial institutions and access to the Federal Reserve discount window.

The Company’s website address is www.oceanfirst.com. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through its website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

Forward-Looking Statements

In addition to historical information, this Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”, “will”, “should”, “may”, “view”, “opportunity”, “potential”, or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, those items discussed under Item 1A. Risk Factors herein and the following: implications arising from the termination of the proposed merger with Partners Bancorp, including reputational risks and potential adverse effects on the ability to attract other merger partners; the impact of the COVID-19 pandemic or any other pandemic on our operations and financial results and those of our customers, changes in interest rates, inflation, general economic conditions, potential recessionary conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters, potential increases to flood insurance premiums, the current or anticipated impact of military conflict, terrorism or other geopolitical events, 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 FRB, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in 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, the failure to maintain current technologies, failure to retain or attract employees and the Bank’s ability to successfully integrate acquired operations.

These risks and uncertainties 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.

Market Area and Competition

The Bank is a regional community bank offering a wide variety of financial services to meet the needs of the communities it serves. At December 31, 2022, the Bank operated its business through its branch office and headquarters located in Toms River, New Jersey, its administrative office located in Red Bank, New Jersey, and an administrative office located in Mount Laurel, New Jersey. The Bank also conducts its business at 37 additional branch offices and deposit production facilities located throughout central and southern New Jersey and the greater metropolitan area of New York City and Philadelphia. The Bank also operated commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Baltimore, and Boston.

The Bank is one of the largest and oldest financial institutions in New Jersey, with headquarters approximately midway between New York City and Philadelphia. The economy in the Bank’s primary market area, which represents central and southern New Jersey, is based on a mixture of service and retail trade, with other employment provided by a variety of wholesale trade, manufacturing, federal, state and local government, hospitals and utilities. The area is home to commuters working in and around New York City and Philadelphia and also includes a significant number of vacation and second homes in the communities along the New Jersey shore. In addition, the Bank provides banking services through teams located in the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston.

The Bank’s future growth opportunities will be influenced by the growth and stability of its geographic marketplace and the competitive environment. The Bank faces significant competition both in making loans and in attracting deposits. In addition, rapid technological changes and consumer preferences may result in increased competition for the Bank’s other services as a number of well-funded technology-focused companies are innovating in the payments, distributed ledger, and cryptocurrency networks to disintermediate portions of the traditional banking model. The state of New Jersey, New York City, Philadelphia, Baltimore, and Boston are also attractive markets to many financial institutions. Many of the Bank’s competitors are significantly larger institutions that have greater financial resources than the Bank. The Bank’s competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies, internet-based providers, and insurance companies. Its most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations, and credit unions. The Bank also faces competition for deposits from short-term money market funds, other corporate and government securities funds, internet-only providers, and from other financial service institutions such as brokerage firms and insurance companies. The Bank distinguishes itself from large bank competitors with teams of local financial experts in each market providing personalized accounts and extraordinary customer service.

Community Involvement

The Bank promotes efforts to enhance the quality of life in the communities it serves through employee volunteer efforts and the work of OceanFirst Foundation (the “Foundation”). Employees are encouraged to help their neighbors in many ways and receive up to eight hours of Bank-paid volunteer time each year. The Company’s employees, known as the WaveMakers when helping in the community, collectively spend thousands of hours volunteering and serving in leadership roles with local nonprofit organizations, along with participating in other activities that contribute to improving the quality of life for others. In 2022, the WaveMakers spent more than 6,400 hours volunteering their time and talents to help neighbors in need and the first Bank-wide volunteering event was held in October 2022 with more than 700 employees completing over 100 projects for non-profit organization partners in the five states served by the Bank. The Foundation, established in 1996 during the Company’s initial public offering, has granted over $45.7 million to enrich the lives of local citizens by supporting initiatives in health and human services, education, affordable housing, youth development, and the arts.

Lending Activities

Loan Portfolio Composition. At December 31, 2022, the Bank had total loans outstanding of $9.92 billion, of which $6.17 billion, or 62.2% of total loans, were commercial real estate, multi-family, and land loans (collectively, “commercial real estate”). The remainder of the portfolio consisted of $2.86 billion of residential real estate loans, or 28.9% of total loans; $622.4 million of commercial and industrial loans, or 6.3% of total loans; and $264.4 million of consumer loans, primarily home equity loans and lines of credit, or 2.7% of total loans. At December 31, 2022, the Bank had $690,000 loans held-for-sale and 41.9% of the Bank’s total loans had adjustable interest rates.

The types of loans that the Bank may originate are subject to federal and state laws and regulations. Interest rates charged by the Bank on loans are affected by the demand for such loans and the supply of money available for lending purposes and the rates offered by competitors. These factors are, in turn, affected by, among other things, economic conditions, monetary policies of the federal government, including the FRB, and legislative and tax policies.

The following table sets forth the composition of the Bank’s loan portfolio in dollar amounts and as a percentage of the portfolio at the dates indicated:


	At December 31,
	2022				2021				2020
	Amount		Percent of Total		Amount		Percent of Total		Amount		Percent of Total
	(dollars in thousands)
Commercial real estate	$	6,169,319	62.20	%	$	5,433,126	63.01	%	$	4,636,529	59.43	%
Commercial and industrial	622,372		6.27		449,224		5.21		470,656		6.03
Residential real estate	2,862,681		28.86		2,479,701		28.76		2,354,983		30.19

Consumer (1)	264,372		2.67		260,819		3.02		339,462		4.35
Total loans	9,918,744		100.00	%	8,622,870		100.00	%	7,801,630		100.00	%

Deferred origination costs (fees), net	7,488				9,332				9,486
Allowance for loan credit losses	(56,824)				(48,850)				(60,735)
Loans receivable, net	9,869,408				8,583,352				7,750,381
Less:
Loans held for sale	690				—				45,524
Total loans receivable, net	$	9,868,718			$	8,583,352			$	7,704,857
Total loans:
Fixed rate	$	5,760,562	58.08	%	$	5,459,920	63.32	%	$	4,810,309	61.66	%
Adjustable rate	4,158,182		41.92		3,162,950		36.68		2,991,321		38.34
	$	9,918,744	100.00	%	$	8,622,870	100.00	%	$	7,801,630	100.00	%

(1)Consists primarily of home equity loans, home equity lines of credit, student loans, and, to a lesser extent, loans on savings accounts and overdraft lines of credit.

Loan Maturity. The following table shows the contractual maturity of the Bank’s total loans at December 31, 2022. The table does not include principal prepayments:


	At December 31, 2022
	Commercial Real Estate		Commercial and Industrial		Residential Real Estate		Consumer		Total Loans Receivable
	(in thousands)
One year or less	$	334,221	$	326,126	$	2,252	$	2,737	$	665,336
After one year:
More than one year to five years	2,854,685		198,542		26,281		71,172		3,150,680
More than five years to fifteen years	2,903,914		74,683		322,972		128,414		3,429,983
More than fifteen years	76,499		23,021		2,511,176		62,049		2,672,745


Total due after December 31, 2023	5,835,098		296,246		2,860,429		261,635		9,253,408
Total amount due	$	6,169,319	$	622,372	$	2,862,681	$	264,372	9,918,744

Deferred origination costs (fees), net									7,488
Allowance for loan credit losses									(56,824)
Loans receivable, net									$	9,869,408
Less: loans held-for-sale									690
Total loans receivable, net									$	9,868,718

The following table sets forth at December 31, 2022, the dollar amount of total loans receivable, contractually due after December 31, 2023, and whether such loans have fixed interest rates or adjustable interest rates:


	Due After December 31, 2023
	Fixed		Adjustable		Total
	(in thousands)
Commercial real estate	$	2,611,392	$	3,223,706	$	5,835,098
Commercial and industrial	137,039		159,207		296,246
Residential real estate	2,610,499		249,930		2,860,429

Consumer	130,438		131,197		261,635
Total loans receivable	$	5,489,368	$	3,764,040	$	9,253,408

Commercial Real Estate. The Bank originates commercial real estate loans that are secured by properties, or properties under construction, that are generally used for business purposes such as office, industrial, or retail facilities. A substantial majority of the Bank’s commercial real estate loans are located in its primary market area. The Bank generally originates commercial real estate loans with terms of up to ten years and amortization schedules up to 30 years with fixed or adjustable rates. Fixed-rate loans typically contain prepayment penalties over an initial term. Additionally, the Bank offers an interest rate swap program that allows commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. In reaching its decision on whether to make a commercial real estate loan, the Bank considers the net operating income of the property and the borrower’s expertise, credit history, and profitability, among other factors.

At December 31, 2022, the Bank’s total commercial real estate loans outstanding were $6.17 billion, or 62.2% of total loans, as compared to $5.43 billion, or 63.0% of total loans at December 31, 2021. The Bank continues to grow this market segment primarily through additional business and referrals from existing clients, and the addition of experienced commercial lenders in various New Jersey counties as well as teams in New York City, Philadelphia, Baltimore, and Boston. Of the total commercial real estate portfolio, 16.2% is considered owner-occupied, whereby the underlying business owner occupies a majority of the property.

The commercial real estate portfolio also includes loans for the construction of commercial properties. In certain cases, these loans are underwritten based upon commercial leases in place prior to funding. At December 31, 2022 and 2021, the Bank had an outstanding balance in commercial construction loans of approximately 4% and 3% of total loans, respectively.

The Bank originates multi-family mortgage loans and, to a lesser extent, land loans, which are included in commercial real estate. At December 31, 2022 and 2021, the Bank’s multi-family loans were $1.12 billion and $1.05 billion, respectively, and land loans were $31.1 million and $4.2 million, respectively.

Commercial and Industrial. At December 31, 2022, commercial and industrial (“C&I”) loans totaled $622.4 million, or 6.3% of the Bank’s total loans outstanding. The Bank originates C&I loans and lines of credit (including for working capital, fixed asset purchases, and acquisition, receivable, and inventory financing) primarily in the Bank’s market area. In underwriting C&I loans and credit lines, the Bank reviews and analyzes the financial history and capacity of the borrower, collateral value, financial strength and character of the principal borrowers, and general payment history of the principal borrowers in coming to a credit decision. The Bank generally originates C&I loans secured by the assets of the business including accounts receivable, inventory, and fixtures. The Bank generally requires the personal guarantee of the principal borrowers for all C&I loans. Risk of loss on a C&I business loan is dependent largely on the borrower’s ability to remain financially able to repay the loan from the ongoing operations of the business. In addition, any collateral securing such loans may depreciate over time, may be difficult to appraise, and may fluctuate in value.

Consumer: Residential Real Estate. The Bank offers both fixed-rate and adjustable-rate mortgage (“ARM”) loans secured by one-to-four family residences with maturities up to 30 years. The majority of such loans are secured by property located in the Bank’s primary market area. Loan originations are typically generated by the Bank’s commissioned loan representatives and are largely derived from contacts within the local real estate industry, members of the local communities, and the Bank’s existing or past customers. Additionally, for the year ended December 31, 2022, the Bank purchased $171.6 million of residential real estate loan pools originated by others.

At December 31, 2022, $2.86 billion, or 28.9% of total loans, were residential real estate loans, primarily single family and owner occupied. To a lesser extent and included in this activity are residential mortgage loans secured by seasonal second homes, non-owner occupied investment properties and construction loans. The average size of the Bank’s residential real estate loans, excluding purchased loan pools, was approximately $309,000 at December 31, 2022.

The Bank currently offers several ARM loan programs with interest rates that adjust every one, three, five, or ten years. The Bank’s ARM loans generally provide for periodic caps of 2% or 3% and an overall cap of 6% on the increase or decrease in the interest rate at any adjustment date and over the life of the loan. The interest rate on these loans is indexed to the applicable three-, five- or ten-year U.S. Treasury constant maturity yield, with a repricing margin which ranges generally from 2.75% to 3.50% above the index. The Bank also offers three-, five-, seven- and ten-year ARM loans which operate as fixed-rate loans for the first three, five, seven, or ten years and then convert to one-year ARM loans for the remainder of the term. The ARM loans are then indexed to a margin of generally 2.75% to 3.50% above the one-year U.S. Treasury constant maturity yield.

Generally, ARM loans pose credit risks different than the risks inherent in fixed-rate loans, primarily because as interest rates rise, the payments of the borrower rise, thereby increasing the potential for delinquency and default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. In order to minimize risks, borrowers of ARM loans with an initial fixed period of five years or less must qualify based on the greater of the note rate plus 2% or the fully-indexed rate. Seven- to ten-year ARM loans must qualify based on the note rate. The Bank does not originate ARM loans that can result in negative amortization.

The Bank’s fixed-rate mortgage loans are currently made for terms from ten to 30 years. The Bank generally holds its residential loans for its portfolio, but from time to time may sell a portion of its longer-term, fixed-rate loans after reviewing volume and yield, and after evaluating interest rate risk and capital management considerations. Servicing rights are generally sold as part of the loan sale. The retention of fixed-rate mortgage loans may increase the level of interest rate risk exposure of the Bank, as the rates on these loans will not adjust during periods of rising interest rates and the loans can be subject to substantial increases in prepayments during periods of falling interest rates.

The Bank’s policy is to originate residential real estate loans in amounts up to 80% of the lower of the appraised value or the selling price of the property securing the loan, up to 95% of the appraised value or selling price if private mortgage insurance is obtained, and up to 97% of the lower of the appraised value or selling price if the borrower qualifies for the NeighborFirst or special purpose credit program available to certain census tracts. Appraisals are obtained for loans secured by real estate properties. The weighted average loan-to-value ratio of the Bank’s residential real estate loans, excluding purchased loan pools, was 58% at December 31, 2022 based on appraisal values at the time of origination. Title insurance is typically required for first mortgage loans. Residential mortgage loans originated by the Bank include due-on-sale clauses which provide the Bank with the contractual right to declare the loan immediately due and payable in the event the borrower transfers ownership of the property without the Bank’s consent. Due-on-sale clauses are an important means of adjusting the rates on the Bank’s fixed-rate residential mortgage loan portfolio and the Bank has generally exercised its rights under these clauses.

The Bank has made, and may continue to make, residential mortgage loans that will not qualify as Qualified Mortgage Loans under the Dodd-Frank Act and the CFPB regulations. See Risk Factors – Risks Related to Lending Activities – The Dodd-Frank Act imposes obligations on originators of residential mortgage loans.

Included in the Bank’s residential real estate loan balance at December 31, 2022 were residential construction loans which totaled $182.9 million. The Bank originates residential construction loans primarily on a construction to permanent basis with such loans converting to an amortizing loan following the completion of the construction phase. All of the Bank’s residential construction loans are made to individuals building a residence.

Construction lending, by its nature, entails additional risks compared to residential real estate lending, attributable primarily to the fact that funds are advanced based upon a security interest in a project which is not yet complete. Risk of loss on a construction loan depends largely upon whether the initial estimate of the property's value at completion of construction equals or exceeds the cost of the property construction. During the construction phase, a number of factors can result in delays and cost overruns. If estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed. The Bank addresses these risks through its underwriting policies and procedures and its experienced staff.

Other Consumer: Home Equity Lines and Loans, Student Loans and Other Consumer. At December 31, 2022, the Bank’s other consumer loans totaled $264.4 million, or 2.7% of the Bank’s total loan portfolio. Of the total consumer loan portfolio, home equity loans comprised $102.8 million; home equity lines of credit comprised $101.2 million; and student loans comprised $22.7 million.

The Bank originates home equity loans typically as fixed-rate loans with terms ranging from five to 20 years. The Bank also offers variable-rate home equity lines of credit. Home equity loans and lines of credit are originated based on the applicant’s income and their ability to repay and are secured by a mortgage on the underlying real estate, typically owner-occupied, one-to-four family residences. Generally, the loan when combined with the balance of any applicable first mortgage lien, may not exceed 80% of the appraised value of the property at the time of the loan commitment. The Bank charges an early termination fee should a home equity loan or line of credit be closed within two or three years of origination. A borrower is required to make monthly payments of principal and interest, at a minimum of $50, based upon a 10-, 15- or 20-year amortization period. Certain home equity lines of credit require the payment of interest-only during the first five years with fully-amortizing payments thereafter. At December 31, 2022, these loans totaled $7.8 million, as compared to $12.1 million at December 31, 2021.

Generally, the adjustable rate of interest charged is based upon the prime rate of interest (as published in the Wall Street Journal), although the range of interest rates charged may vary from 1.0% below prime to 1.5% over prime. The loans have an 18% lifetime cap on interest rate adjustments.

Other consumer loans may entail greater risk than residential real estate loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy, and insolvency laws may limit the amount that can be recovered on such loans.

The Bank also originates lines of credit that are fully secured by the cash surrender value of whole life insurance policies. Underlying insurance companies must have a Moody’s rating of A1 or higher and/or an S&P Rating of A or higher. These lines are originated based on the value of the collateral and secured by an assignment of the whole life policy. Borrowers are subject to minimum credit scores and maximum debt to income ratios but the guidelines are less stringent than a mortgage or home equity loan/line as the line is fully secured by the underlying insurance policy. Interest rates charged are set at the time of origination and payments are interest-only based on the amount of the outstanding balance. Loan to values are limited to 95% of the cash surrender value of the whole life policy. Each line matures in 36 months and is subject to renewal at current rates and terms. The program was implemented in February 2022. At December 31, 2022, these loans totaled $35.2 million.

Loan Approval Procedures and Authority. The Loan Committee of the Board of Directors (“Board”) establishes the loan approval policies of the Bank based on total exposure to the individual borrower. The Board has authorized the approval of loans by a minimum of two officers of the Bank or the Management Credit Committee, on a scale which requires approval by personnel with progressively higher levels of credit approval authority as the loan amount increases. Pursuant to applicable regulations, loans to one borrower generally cannot exceed 15% of the Bank’s unimpaired capital.

Due to the Bank’s acquisition activity, significant portions of the acquired loan portfolios were underwritten according to the underwriting standards and guidelines of the acquired banks. Acquired loans are evaluated under OceanFirst’s credit risk management policies during pre-closing due diligence and during post-closing risk rating reviews.

In addition to internal credit reviews, the Bank has engaged an independent firm specializing in commercial loan reviews to examine a selection of commercial real estate and commercial and industrial loans, and provide management with objective analysis regarding the quality of these loans throughout the year. The independent firm reviewed at least 60% of the outstanding loan balances for the Bank’s commercial real estate and commercial and industrial loans during 2022. Their conclusion was that the Bank’s internal credit reviews are consistent with both Bank policy and general industry practice.

Loan Servicing. Loan servicing includes collecting and remitting loan payments, accounting for principal and interest, making inspections as required of mortgaged premises, contacting delinquent borrowers, supervising foreclosures and property dispositions in the event of defaults, making certain insurance and tax payments on behalf of the borrowers, and generally administering the loans. The Bank also services mortgage loans for others. All of the loans currently being serviced for others are loans which were originated by the Bank. At December 31, 2022, the Bank was servicing $51.7 million of loans for others.

Delinquencies and Classified Assets. The steps taken by the Bank with respect to delinquencies vary depending on the nature of the loan and period of delinquency. When a borrower fails to make a required payment on a loan, the Bank takes a number of steps to have the borrower cure the delinquency and restore the loan to current status. The Bank sends the borrower a written notice of non-payment after the loan is first past due. In the event payment is not then received, additional letters and phone calls generally are made. The Bank may offer to modify the terms or take other forbearance actions which afford the borrower an opportunity to satisfy the loan terms. If the loan is still not brought current and it becomes necessary for the Bank to take legal action, which typically occurs after a loan is delinquent at least 120 days or more, the Bank will either: (i) commence litigation to acquire the collateral, including foreclosure proceedings against any real property that secures the loan; or (ii) sell non-performing loans where foreclosure proceedings may or may not have been initiated. If a foreclosure action is instituted and the loan is not brought current, paid in full, or an acceptable workout accommodation is not agreed upon before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. Foreclosure timelines in New Jersey are among the longest in the nation and have remained protracted over the past several years.

The Bank classifies assets in accordance with its Classification of Assets and Allowance for Credit Losses Policy (“ACL Policy”), which considers certain regulatory guidelines and definitions. As part of this ACL Policy, the Senior Credit Officer of the Special Asset Group reviews and confirms the criticized and classified commercial loans report on a monthly basis. At December 31, 2022, the Bank had $50.8 million of assets classified as Substandard. At December 31, 2021, the Bank had $148.6 million of assets, including all other real estate owned (“OREO”), classified as Substandard. During 2022, the Company sold its remaining OREO and has no OREO at December 31, 2022. Assets which do not currently expose the Bank to sufficient risk to warrant classification but possess potential weaknesses, such as past delinquencies, are designated Special Mention. Special Mention assets totaled $48.2 million at December 31, 2022, as compared to $91.6 million at December 31, 2021. The decrease in Special Mention and Substandard assets were primarily due to the improved profitability of borrowers and their ability to service their loans. The decrease in special mention also included one commercial loan of $14.1 million, which was repaid in full during 2022. The decrease in substandard also included one commercial loan of $19.7 million, which was upgraded due to improved profitability in 2022.

Non-Performing Loans and OREO. The following table sets forth information regarding non-accrual loans (“non-performing loans”) and OREO, including loans purchased with credit deterioration (“PCD”) loans. The Bank obtained purchased credit impaired loans as part of its acquisitions of Colonial American Bank (“Colonial American”), Cape Bancorp, Inc. (“Cape”), Ocean Shore Holding Co. (“Ocean Shore”), Sun Bancorp, Inc. (“Sun”), and Capital Bank. These were reclassified as PCD loans as of January 1, 2020. Further, the Bank obtained PCD loans from Two River Bancorp (“Two River”) and Country Bank Holding Company, Inc. (“Country Bank”). PCD loans are accounted for at the purchase price or acquisition date fair value, with an estimate of expected credit losses for groups of PCD loans with similar risk characteristics and individual PCD loans without similar characteristics, to arrive at an initial amortized cost basis. It is the policy of the Bank to cease accruing interest on loans 90 days or more past due or in the process of foreclosure. This table includes certain amounts and metrics previously reported that have been reclassified to conform to the current year’s presentation.


	At December 31,
	2022			2021			2020
	(dollars in thousands)
Non-performing loans (1)	$	23,265		$	25,494		$	46,863
OREO	—			106			106
Non-performing assets (1)	$	23,265		$	25,600		$	46,969
Allowance for loan credit losses as a percent of total loans receivable (2)	0.57		%	0.57		%	0.78		%
Allowance for loan credit losses as a percent of total non-performing loans (1) (2)	244.25			191.61			129.60
Non-performing loans as a percent of total loans receivable (1)	0.23			0.30			0.60
Non-performing assets as a percent of total assets (1)	0.18			0.22			0.41

(1)Non-performing loans consist of all loans 90 days or more past due and other loans in the process of foreclosure. Non-performing assets consist of non-performing loans and OREO. Amounts and ratios reported in the prior periods have been revised to conform with the current year’s presentation.

(2)Loans acquired from prior bank 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, were $11.4 million, $18.9 million, and $28.0 million at December 31, 2022, 2021, and 2020, respectively.

Non-performing loans totaled $23.3 million at December 31, 2022, a decrease of $2.2 million as compared to December 31, 2021, primarily due to loans that were paid off and partly due to loans that returned to accrual status. The Company sold its remaining OREO during 2022 and has OREO assets of $0 and $106,000 at December 31, 2022, and 2021, respectively.

Allowance for Credit Losses (“ACL”): Under the current expected credit loss (“CECL”) model, the ACL on financial assets is a valuation allowance estimated at each balance sheet date in accordance with generally accepted accounting principles (“GAAP”) that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets. The CECL model also applies to certain off-balance sheet credit exposures.

The Company estimates the loan ACL based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to write-off accrued interest receivable by reversing interest income in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the amortized cost basis and therefore excludes it from the measurement of the loan ACL. A description of the methodology used in establishing the ACL is set forth in the section Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies, Allowance for Credit Losses.

At December 31, 2022 and 2021, the Bank’s loan ACL as a percentage of total loans was 0.57%. The net unamortized credit and PCD marks on all acquired loans, not reflected in the allowance, was $11.4 million and $18.9 million at December 31, 2022 and 2021, respectively. The loan ACL as a percent of total non-performing loans was 244.25% at December 31, 2022, an increase from 191.61% in the prior year. The Bank will continue to monitor its allowance for loan credit losses as conditions dictate.

The following table sets forth activity in the Bank’s loan ACL for the periods set forth in the table:


	At or for the Year Ended December 31,
	2022		2021		2020
	(dollars in thousands)
Balance at beginning of year	$	48,850	$	60,735	$	16,852
Charge-offs:
Commercial real estate	70		410		14,850
Commercial and industrial	60		154		890
Residential real estate	56		254		3,200
Other consumer	387		213		1,244
Total charge-offs	573		1,031		20,184
Recoveries	913		1,492		1,325
Net (recoveries) charge-offs	(340)		(461)		18,859
Credit loss expense (benefit)	7,634		(12,346)		57,402
Impact of CECL adoption	—		—		2,701
Initial allowance for credit losses on PCD loans	—		—		2,639
Balance at end of year	$	56,824	$	48,850	$	60,735

The following table sets forth the net charge-offs/recoveries and the percent of net charge-offs/recoveries by loan category to average net loans outstanding for the periods indicated (dollars in thousands):


	At or for the Year Ended December 31,
	2022				2021				2020
	Net (Recoveries) Charge-offs		Ratio of Net (Recoveries) Charge-offs to Average Loans		Net (Recoveries)Charge-offs		Ratio of Net (Recoveries) Charge-offs to Average Loans		Net Charge-offs (Recoveries)		Ratio of Net Charge-offs (Recoveries) to Average Loans
Net (recoveries) charge-offs:
Commercial real estate	$	(155)	—	%	$	205	—	%	$	14,743	0.18	%
Commercial and industrial	(95)		—		30		—		744		0.01
Residential real estate	(100)		—		(98)		—		2,317		0.03
Other consumer	10		—		(598)		(0.01)		1,055		0.01
Total net (recoveries) charge-offs	(340)		—	%	(461)		(0.01)	%	18,859		0.23	%
Average net loans outstanding during the year	$	9,323,619			$	7,921,611			$	8,122,631

The net recoveries for the year ended December 31, 2022 and 2021 was primarily due to improved credit quality and successful recovery of previously charged-off balances. The net charge-offs for the year ended December 31, 2020 was primarily due to charge-offs of $14.6 million related to the sale of higher risk commercial real estate loans and $3.3 million of charge-offs related to the sale of under-performing residential and consumer loans. The Company executed these loan sales during the COVID-19 pandemic as part of its strategy to limit exposure to credit risk, accelerate the resolution of potential credit losses on higher risk credit exposures, and minimize the operational impact associated with potential litigation and foreclosure proceedings.

The following table sets forth the Bank’s percent of loan ACL by category to the total loan ACL at December 31, 2022, 2021 and 2020, and the percent of loans to total loans in each of the categories listed at the dates indicated (dollars in thousands):


	At December 31,
	2022						2021						2020
	Amount		Percent of ACL to Total ACL		Percent of Loans to Total Loans		Amount		Percent of ACL to Total ACL		Percent of Loans to Total Loans		Amount		Percent of ACL to Total ACL		Percent of Loans to Total Loans
Commercial real estate	$	25,493	44.86	%	62.20	%	$	31,388	64.24	%	63.01	%	$	41,757	68.76	%	59.43	%
Commercial and industrial	5,695		10.02		6.27		5,039		10.32		5.21		5,390		8.87		6.03
Residential real estate	24,530		43.17		28.86		11,155		22.84		28.76		11,818		19.46		30.19
Other consumer	1,106		1.95		2.67		1,268		2.60		3.02		1,770		2.91		4.35

Total	$	56,824	100.00	%	100.00	%	$	48,850	100.00	%	100.00	%	$	60,735	100.00	%	100.00	%

Investment Activities

The Bank views its securities portfolio primarily as a source of income and liquidity. Interest and principal payments generated from securities provide a source of liquidity to fund loans and meet short-term cash needs. In times of reduced loan demand, the securities portfolio can provide an alternative source of income. The portfolio is also used to provide collateral for qualified deposits and borrowings and to manage interest rate risk.

The investment policy is overseen by the Board of Directors and generally limits investments to government and federal agency obligations, agency and non-agency mortgage-backed securities, municipal, corporate, and asset-backed securities. The Company’s investment policy mirrors that of the Bank except that it allows for the purchase of certain other debt, preferred stock, and equity securities in limited amounts. The Board of Directors has delegated authority to implement the investment policy to the Company and Bank’s Investment Committees under the oversight of the Asset Liability Committee. Day-to-day management of the portfolio rests with the Treasurer.

Classification of securities are determined by management at the time of purchase. If the Bank has the intent and the ability at the time of purchase to hold debt securities until maturity, they may be classified as held-to-maturity. Debt securities identified as held-to-maturity are carried at cost, adjusted for amortization of premium and accretion of discount, which are recognized as adjustments to interest income. Debt securities to be held for indefinite periods of time, but not necessarily to maturity are classified as available-for-sale. Such debt securities are carried at an estimated fair value and unrealized gains and losses, net of tax effect, are included as a separate component of stockholders’ equity. Refer to Note 4 Securities, to the Consolidated Financial Statements.

The majority of the Bank’s residential and commercial mortgage-backed securities are issued or guaranteed by an agency of the U.S. government including Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), and Government National Mortgage Association (“GNMA”). Agency mortgage-backed securities along with obligations issued directly by the U.S. government and its agencies entail a lesser degree of risk than loans made by the Bank and most other securities by virtue of the guarantees that back them, that they require less capital under risk-based capital rules, are generally more liquid, and are more easily used to collateralize borrowings or other obligations of the Bank. Each of the U.S. government, agency, and agency guaranteed obligations are rated AA+ by Standard and Poor’s and Aaa by Moody’s.

The municipal portfolio provides tax-advantaged yield and diversification of risk and is generally comprised of general obligation and revenue bonds issued by states, cities, counties and other governmental entities to fund day-to-day obligations and to finance capital projects such as building schools, highways, sewer systems, hospitals, or other critical infrastructure. The asset-backed securities portfolio provides attractive yields and diversification of risk and is largely comprised of senior classes of collateralized loan obligations that invest in U.S. based broadly syndicated and middle market loans. The corporate debt securities portfolio is comprised of U.S. financial services and industrial companies that exhibit strong credit characteristics and provide attractive returns. The Bank may occasionally invest in non-agency residential or commercial mortgage-backed securities that are rated investment grade depending on credit and return on investment profiles. The vast majority of municipal, asset-backed, corporate, and other mortgage-backed securities are issued by entities with current credit ratings by one of the nationally recognized statistical rating organizations that are considered investment grade. See Note 4 Securities, to the Consolidated Financial Statements.

The table below sets forth certain information regarding the amortized cost, weighted average yield, and contractual maturities, excluding scheduled principal amortization, of the Bank’s debt securities as of December 31, 2022. The weighted average yield is calculated based on the yield to maturity weighted for the size of each debt security over the entire portfolio of debt securities. The weighted average yields on tax-exempt obligations have been computed on a tax-equivalent basis. Other investments consist of mutual funds that do not have a contractual maturity date and are excluded from the table. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	At December 31, 2022
																	Total
	One Year or Less Amortized Cost		Weighted Average Yield		More than One Year to Five Years Amortized Cost		Weighted Average Yield		More than Five Years to Ten Years Amortized Cost		Weighted Average Yield		More than Ten Years Amortized Cost		Weighted Average Yield		Amortized Cost		Estimated Fair Value
	(dollars in thousands)
U.S. government and agency obligations	$	21,591	1.62	%	$	38,680	1.53	%	$	27,377	1.41	%	$	—	—	%	$	87,648	$	80,014
State, municipal, and sovereign debt obligations	18,497		1.76		110,725		1.57		60,734		1.97		70,293		2.34		260,249		235,355
Corporate debt securities (1)	1,000		3.10		17,721		2.88		38,043		3.26		9,057		2.91		65,821		61,667
Asset-backed securities (2)	—		—		—		—		98,800		6.42		197,422		6.54		296,222		276,873


Mortgage-backed securities:
Agency residential	346		2.03		23,144		2.03		103,999		2.62		722,496		2.44		849,985		767,194
Agency commercial	—		—		3,195		0.78		108,896		1.65		30,642		3.59		142,733		123,550
Non-agency commercial	—		—		18,459		2.87		—		—		6,851		4.02		25,310		23,036


Total mortgage-backed securities	$	346	2.03	%	$	44,798	2.29	%	$	212,895	2.12	%	$	759,989	2.50	%	$	1,018,028	$	913,780
Total debt securities	$	41,434	1.72	%	$	211,924	1.82	%	$	437,849	3.12	%	$	1,036,761	3.26	%	$	1,727,968	$	1,567,689

(1)$50.6 million of the Bank’s corporate debt securities carry interest rates which adjust to a spread over London Inter-Bank Offered Rate (“LIBOR”) on a quarterly basis and are expected to convert to a spread over Secured Overnight Financing Rate (“SOFR”) upon LIBOR cessation.

(2)All of the Bank’s asset-backed securities carry interest rates which adjust to a spread over LIBOR or SOFR on a quarterly basis. Those referencing LIBOR are expected to convert to a spread over SOFR upon LIBOR cessation.

Equity Investments. At December 31, 2022, and 2021, the Company held equity investments of $102.0 million and $101.2 million, respectively. The equity investments are primarily comprised of select financial services institutions’ preferred and common stocks and funds investing in those securities.

Sources of Funds

General. The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, FHLB advances, other borrowings, and proceeds from the sale of loans and investments. While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment sales are greatly influenced by interest rates, economic conditions, and competition. The Bank has other sources of liquidity if a need for additional funds arises, including various lines of credit at multiple financial institutions and access to the Federal Reserve discount window.

Deposits. The Bank offers a variety of deposit accounts with a range of interest rates and terms to retail, government, and business customers. The Bank’s deposits consist of money market accounts, savings accounts, interest-bearing checking accounts, non-interest-bearing accounts, and time deposits, including brokered deposits. The flow of deposits is influenced significantly by general economic conditions, prevailing interest rates, and competition. The Bank’s deposits are obtained predominantly from the areas in which its branch offices are located. The Bank relies on its community-banking focus, stressing customer service and long-standing relationships with its customers to attract and retain these deposits; however, market interest rates and rates offered by competing financial institutions could significantly affect the Bank’s ability to attract and retain deposits.

At December 31, 2022 and 2021, the Bank had $6.28 billion and $5.14 billion, respectively, of total uninsured deposits (in excess of the Federal Deposit Insurance Corporation limit). At those dates, the Bank had no deposits that were otherwise uninsured.

At December 31, 2022, the Bank had $117.7 million in time deposits in amounts of $250,000 or more maturing as follows:


Maturity Period	Time Deposits		Weighted Average Rate
	(dollars in thousands)
Three months or less	$	11,285	0.99	%
Over three through six months	9,420		0.53
Over six through twelve months	51,931		2.92
Over twelve months	45,112		1.87
Total	$	117,748	2.14	%

The following table sets forth the distribution of the Bank’s average deposit accounts and the average rate paid on those deposits for the periods indicated:


	For the Year Ended December 31,
	2022						2021						2020
	Average Balance		Percent of Total Average Deposits		Average Rate Paid		Average Balance		Percent of Total Average Deposits		Average Rate Paid		Average Balance		Percent of Total Average Deposits		Average Rate Paid
	(dollars in thousands)
Interest-bearing checking accounts	$	4,063,716	40.98	%	0.28	%	$	3,878,465	40.21	%	0.35	%	$	3,168,889	35.76	%	0.61	%
Non-interest-bearing accounts	2,319,657		23.40		—		2,429,547		25.19		—		2,031,100		22.93		—
Money market deposit accounts	764,837		7.72		0.29		769,157		7.98		0.14		677,554		7.65		0.43
Savings accounts	1,597,648		16.12		0.05		1,581,472		16.40		0.04		1,449,982		16.37		0.17
Time deposits	1,167,499		11.78		1.43		985,328		10.22		1.02		1,531,857		17.29		1.53
Total average deposits	$	9,913,357	100.00	%	0.31	%	$	9,643,969	100.00	%	0.26	%	$	8,859,382	100.00	%	0.55	%

Borrowings. The Bank also obtains advances from the FHLB and other sources for cash management and interest rate risk management purposes or as an alternative to deposits. Advances are collateralized primarily by certain of the Bank’s mortgage loans and debt securities and secondarily by the Bank’s investment in capital stock of the FHLB. The maximum amount that the FHLB will advance to member institutions, including the Bank, fluctuates from time-to-time in accordance with the policies of the FHLB. At December 31, 2022, the Bank had $1.21 billion of outstanding advances from the FHLB. The Bank also had outstanding municipal letters of credit issued by the FHLB used to secure government deposits. At December 31, 2022, these municipal letters of credit totaled $2.00 billion.

The Bank also borrows funds using securities sold under agreements to repurchase with customers. Under this form of borrowing specific securities are pledged as collateral to secure the borrowing. These pledged securities are held by a third-party custodian. At December 31, 2022, the Bank had borrowed $69.1 million through securities sold under agreements to repurchase with customers.

The Bank can also borrow from the Federal Reserve Bank of Philadelphia under its primary credit program. Primary credit is available on a short-term basis, typically overnight, at a rate above the Federal Open Market Committee’s Federal funds target rate. All extensions of credit by the Federal Reserve Bank of Philadelphia must be secured. At December 31, 2022, the Bank had no borrowings outstanding with the Federal Reserve Bank of Philadelphia.

Recent Acquisitions

On April 1, 2022, the Company completed its acquisition of a majority controlling interest of 60% in Trident Abstract Title Agency, LLC (“Trident”), which provides commercial and residential title services. Total consideration paid was $7.1 million and goodwill from the transaction amounted to $5.8 million. Trident’s results of operations are included in the consolidated results for the period beginning on April 1, 2022.

The Company’s acquisitions over recent years have enhanced the Bank’s position as the premier community banking franchise in central and southern New Jersey, strengthened its presence in the major metropolitan areas of Philadelphia and New York, grown business lines, expanded its geographic footprint, and improved financial performance. The Company will continue to evaluate potential acquisition opportunities to further create stockholder value.

Subsidiary Activities

At December 31, 2022, the Bank owned all or a majority interest in three direct subsidiaries:

•OceanFirst REIT Holdings, Inc., a Delaware corporation, was established in 2007 as a wholly-owned subsidiary of the Bank and now acts as the holding company for OceanFirst Management Corp, a New York corporation, which was organized in 2016 for the purpose of holding and managing investment securities, including the stock of OceanFirst Realty Corp. OceanFirst Realty Corp., a Delaware corporation, was established in 1997 and invests in qualifying mortgage loans and is intended to qualify as a real estate investment trust, which may, among other things, be utilized by the Company to raise capital in the future.

•Casaba Real Estate Holding Corporation, a New Jersey corporation, was acquired by the Bank as a wholly-owned subsidiary as part of its acquisition of Cape in 2016. This subsidiary is maintained for the purpose of taking legal possession of certain repossessed collateral for resale to third parties.

•Country Property Holdings Inc., a New York corporation, was acquired by the Bank as a wholly-owned subsidiary as part of its acquisition of Country Bank in 2020. This subsidiary is maintained for the purpose of taking legal possession of certain repossessed collateral for resale to third parties.

In addition to the Bank, the Company holds OceanFirst Risk Management, Inc. as a direct subsidiary. OceanFirst Risk Management Inc. is a Nevada captive insurance company that insures certain risks relating to the business of the Bank and the Company. The Company also holds a 60% majority controlling interest in Trident Abstract Title Agency, LLC, a New Jersey corporation, which was acquired in 2022. This subsidiary provides commercial and residential title services throughout New Jersey, and through strategic alliances can also service clients’ title insurance needs outside of New Jersey.

Furthermore, the Company holds the following statutory business trusts: OceanFirst Capital Trust I, OceanFirst Capital Trust II, OceanFirst Capital Trust III, Sun Statutory Trust VII, Sun Capital Trust VII, Sun Capital Trust VIII, and Country Bank Statutory Trust I, collectively known as the “Trusts”. All of the Trusts are incorporated in Delaware and were formed for the issuance of trust preferred securities.

Human Capital

OceanFirst’s long-term growth and success depends on its ability to attract, develop and retain a high-performing and diverse workforce. The Company strives to provide a work environment that promotes collaboration, productivity, and employee engagement, which in turn drives both employee and customer success, as well as benefits the communities.

The Company’s Board of Directors and Executive Team oversee the strategic management of the Company’s human capital resources and the Human Resources department manages the day-to-day of those resources.

Employee profile

As of December 31, 2022, the Bank had 896 full-time employees, 43 part-time employees, and 19 commissioned employees, for a total of 958 employees. In addition, approximately 68% of the Bank’s employees are female and 32% are male, and the average tenure was 7.6 years as of December 31, 2022.

Total rewards

As part of the Bank’s compensation philosophy, market competitive total rewards programs are maintained for employees to attract and retain superior talent. In addition to competitive base wages, additional programs include annual bonus compensation opportunities, a Bank Employee Stock Ownership Plan (“ESOP”), a Bank matched 401(k) Plan, health and welfare benefits, flexible spending accounts, paid time off, family leave, and employee assistance programs. Some employees also receive grants of equity awards in the Company’s stock and non-equity awards that mirror the Company’s stock performance.

In addition, the Bank promotes health and wellness by encouraging work-life balance, offering flexible work schedules and sponsoring various programs, focusing on mental, emotional, social, intellectual, and spiritual health.

Talent and Promoting Diversity

A core tenet of the Bank’s talent philosophy is to both develop talent from within and supplement with external hires. Whenever possible, the Bank seeks to fill positions by promotion and transfer from within the organization. The Bank’s talent acquisition team uses internal and external resources to recruit highly skilled and talented candidates; employee referrals are also encouraged.

The Company is dedicated to recruitment and career development practices that support its employees and promotes diversity in its workforce at all levels of the Company. The Company is committed to having a workforce that reflects the communities in which it serves. Partnerships are in place with several sources to assist in attracting diverse talent from a broad population, including African American, Asian American, and Latino chamber affiliations. In addition, career opportunities are shared with colleges and universities with diverse student bodies. The Internship program and the EDGE program (an entry level development program) also serve as a pipeline of diverse talent for full time employment. Other available tools are also utilized to connect with prospective new hires. As of December 31, 2022, 19.2% of the Bank’s employees were persons of color.

Following a multi-pronged recruiting strategy, which includes sourcing diverse candidate pools, new hires participate in an onboarding program which includes an introduction to the Bank’s culture, policies, and procedures. New employees are assigned an ambassador, who extends the integration process beyond the typical orientation experience. Retention strategies include espousing a culture that inspires loyalty and trust through ongoing communication of strategic initiatives and executive roundtable conversations, in addition to the benefits mentioned above in Total rewards. The Bank’s leadership development programs and opportunities offered through OceanFirst Bank University help ensure that motivated individuals have the opportunity for continuous improvement. Employees each maintain a professional development action plan and participate in regular evaluation and growth opportunities. The Bank’s peer recognition program provides the space for ongoing recognition and celebration of accomplishments.

This approach has yielded loyalty and commitment from employees which in turn grows the business, products, and customers. This approach has also added new employees and ideas, which support a continuous improvement mindset and the goals of a diverse and inclusive workforce.

The Bank strives to promote inclusion through defined Company values and behaviors. With the support from the Board of Directors, the Bank continues to explore additional diversity, equity, inclusion, and belonging efforts through multiple approaches to inclusion: candidates, employees, and the marketplace. The ongoing diversity and inclusion initiatives support a goal that everyone throughout the Company is engaged in creating an inclusive workplace. The Bank is focused on sourcing and hiring with fairness and equitable approaches, creating an environment where all employees can develop and thrive.

REGULATION AND SUPERVISION

General

The Company is a bank holding company (“BHC”) under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). As a bank holding company, the Company is subject to the requirements of the BHC Act, including required approvals for investments in or acquisitions of banking organizations, or entities involved in activities that are deemed closely related to banking, capital adequacy standards, and limitations on nonbanking activities. The Company is registered with the FRB and is required by Federal law to file reports with, and comply with the rules and regulations of the FRB. The Bank is a member of the FHLB System and, with respect to deposit insurance, of the Deposit Insurance Fund (“DIF”) managed by the Federal Deposit Insurance Corporation (“FDIC”). The Bank is subject to extensive regulation, examination, and supervision by the OCC, as its primary federal regulator, and the FDIC, as the deposit insurer. The Bank must file reports with the OCC and the FDIC concerning its activities and financial condition in addition to obtaining regulatory approvals prior to consummating certain transactions such as mergers with, or acquisitions of, other insured depository institutions. The OCC conducts periodic examinations to test the Bank’s safety and soundness and compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the insurance fund and depositors and to ensure the safe and sound operation of the Bank. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate allowance for credit losses for regulatory purposes.

In addition, the Company elected to become a financial holding company under the Gramm-Leach Bliley Act (the “GLBA”) amendments to the BHC Act. Financial holding companies, and the nonbank companies under their control, are permitted to engage in activities considered financial in nature or incidental to financial activities and, if the FRB determines that they pose no risk to the safety or soundness of depository institutions or the financial system in general, activities that are considered complementary to financial activities.

The banking industry is highly regulated. Both the scope of the laws and regulations and the intensity of supervision to which the Company and the Bank are subject to have increased in recent years, in response to the financial crisis as well as other factors such as technological and market changes. Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations. In addition, in 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) was enacted. This legislation includes targeted amendments to the Dodd-Frank Act and other financial services laws.

Statutory and regulatory controls increase a BHC’s cost of doing business and limit the options of its management to deploy assets and maximize income. The following discussion is not intended to be a complete list of all the activities regulated by the banking laws or of the impact of such laws and regulations on the Company or the Bank. It is intended only to briefly summarize some material provisions.

The description of statutory provisions and regulations applicable to national banks and BHCs set forth in this Form 10-K does not purport to be a complete description of such statutes and regulations and their effects on the Bank and the Company, is subject to change and is qualified in its entirety by reference to the actual laws and regulations involved.

The Dodd-Frank Act. The Dodd-Frank Act significantly changed the bank regulatory structure and affects the lending, deposit, investment, compliance, and operating activities of financial institutions and their holding companies.

The Dodd-Frank Act created the CFPB with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets. At December 31, 2022, the Bank’s total assets were $13.10 billion and, therefore, the Bank is subject to CFPB supervision and examination of compliance with Federal consumer protection laws.

Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards and prepayments. The Dodd-Frank Act requires originators to make a reasonable and good faith determination based on documented information that a borrower has a reasonable ability to repay a particular mortgage loan over the long term and establishes certain protections from liability under this requirement for “qualified mortgages”. The Ability-To-Repay/Qualified Mortgage Rule defines several categories of “qualified mortgage” loans, which obtain certain protections from liability. For further discussion, refer to Risk Factors – Risks Related to Lending Activities – The Dodd-Frank Act imposes obligations on originators of residential mortgage loans.

The Dodd-Frank Act also requires that the amount of any interchange fee received by a debit card issuer with respect to debit card transactions be reasonable and proportional to the cost incurred by the issuer with respect to the transaction. Rules adopted by the FRB to implement these requirements limit interchange fees per debit card transaction collected by banks with assets of $10 billion or more. Under the temporary relief provisions of a joint rule published by the OCC, the FDIC, and the FRB, the Bank received relief from Dodd-Frank limitations on debit card interchange fees collected by banks with assets of $10 billion or more. However, the Bank was subject to reduced interchange fees beginning in July 2022. In addition, market forces may result in reduced fees charged by all issuers, regardless of asset size, which may result in reduced revenues for the Bank. For the year ended December 31, 2022, the Bank’s revenues from interchange fees were $8.3 million, a decrease of $4.4 million from 2021, due to limitation on debit card interchange fees and the 2022 average interchange fee per transaction was twenty-nine cents ($0.29).

The Dodd-Frank Act mandates that institutions with more than $10 billion in assets clear all eligible dealer swaps through a futures commission merchant to a central counterparty clearing house. The Bank has entered into relationships with a futures commission merchant and two central counterparty clearing houses.

Economic Growth, Regulatory Relief and Consumer Protection Act. EGRRCPA was intended to provide regulatory relief to midsized and regional banks. While many of its provisions are aimed at larger institutions, such as raising the threshold to be considered a systemically important financial institution to $250 billion in assets from $50 billion in assets, many of its provisions provide regulatory relief to those institutions with $10 billion or more in assets. Among other things, the EGRRCPA increased the asset threshold for depository institutions and holding companies to perform stress tests required under Dodd Frank from $10 billion to $250 billion in total consolidated assets, and raised the threshold for the requirement that publicly

traded holding companies have a risk committee from $10 billion in consolidated assets to $50 billion in consolidated assets. In addition, the EGRRCPA limited the definition of loans that would be subject to the higher risk weighting applicable to high volatility commercial real estate.

Volcker Rule. Under the provisions of the Volcker Rule, insured depository institutions and companies affiliated with insured depository institutions (collectively, “banking entities”) are prohibited from: (i) engaging in short-term proprietary trading for their own account; and (ii) having certain investments in, and relationships with, hedge funds, private equity funds and similar funds, subject to certain exemptions, in each case as the applicable terms are defined in the Volcker Rule and the implementing regulations. The implementing regulations also require banking entities to establish and maintain a compliance program to ensure adherence with the Volcker Rule requirements.

Bank Holding Company Regulation

The Company is a BHC and is supervised by the FRB and is required to file reports with the FRB and provide such additional information as the FRB may require. The Company and its subsidiaries are subject to examination by the FRB.

FRB regulations provide that a BHC is expected to act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support the subsidiary bank in circumstances in which it might not do so absent those regulations.

Holding Company Consolidated Capital Requirements. The Dodd-Frank Act requires capital rules and the application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. In addition to making bank holding companies subject to the same capital requirements as their bank subsidiaries, these provisions (often referred to as the Collins Amendment to the Dodd-Frank Act) were also intended to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital.

At December 31, 2022, the Company exceeded all regulatory capital requirements currently applicable. The following table presents the Company’s capital position at December 31, 2022:


							Capital
As of December 31, 2022	Actual Capital		Required Capital		Excess Amount		Actual Percent		Required Percent
OceanFirst Financial Corp:	(dollars in thousands)
Tier 1 capital (to average assets)	$	1,150,690	$	488,297	$	662,393	9.43	%	4.00	%
Common equity Tier 1 (to risk-weighted assets)	1,021,774		720,641		301,133		9.93		7.00		(1)
Tier 1 capital (to risk-weighted assets)	1,150,690		875,064		275,626		11.18		8.50		(1)
Total capital (to risk-weighted assets)	1,336,652		1,080,961		255,691		12.98		10.50		(1)

(1) Includes the Capital Conservation Buffer of 2.50%.

Dividends. The FRB has issued a policy statement regarding the payment of dividends and the repurchase of shares of common stock by bank holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality, and overall financial condition. Regulatory pressures to reclassify and charge off loans and to establish additional credit loss reserves can have the effect of reducing current operating earnings and thus impacting an institution’s ability to pay dividends. Further, regulatory guidance provides for prior regulatory review of capital distributions in certain circumstances such as where the Company’s net income for the past four quarters, net of dividends previously paid over that period is insufficient to fully fund the dividend, the proposed dividend exceeds earnings for the period for which it is being paid, or the Company’s overall rate of earnings retention is inconsistent with the Company’s capital needs and overall financial condition. The guidance also provides for prior consultation with supervisory staff for material increases in the amount of a banking holding company’s common stock dividend. The ability of a holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

The policy statement also states that a holding company should inform the FRB supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the holding company is experiencing financial weaknesses or if the repurchase or redemption would result in a net reduction in the amount of such instruments outstanding from the beginning of the quarter in which the redemption or repurchase occurred compared with the end of such quarter.

These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of common stock, or otherwise engage in capital distributions.

Acquisition of the Company. Under the Change in Bank Control Act, no person may acquire control of a bank holding company, such as the Company, unless the FRB has been given 60 days prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquiror and the competitive effects of the acquisition. Control, as defined for this purpose, means ownership, control of power to vote 25% or more of any class of voting stock.

There is a rebuttable presumption of control upon the acquisition of 10% or more of a class of voting stock if the holding company involved has its shares registered under the Securities Exchange Act of 1934, or if no other persons will own, control or hold the power to vote a greater percentage of that class of voting security after the acquisition.

Financial Holding Company Status

When the Bank converted to a national bank charter and the Company became a BHC, the Company elected to become a financial holding company. Financial holding companies may engage in a broader scope of activities than a BHC. In addition, financial holding companies may undertake certain activities without prior FRB approval.

A financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or incidental or complementary to activities that are financial in nature. Financial in nature activities include securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and insurance agency activities; merchant banking; and activities that the FRB determines to be financial in nature or incidental to a financial activity or which are complementary to a financial activity and do not pose a safety and soundness risk.

A financial holding company that engages in activities that are financial in nature or incidental to a financial activity but not previously authorized by the FRB must obtain approval from the FRB before engaging in such activity. Also, a financial holding company may seek FRB approval to engage in an activity that is complementary to a financial activity, if it shows, among other things, that the activity does not pose a substantial risk to the safety and soundness of its insured depository institutions or the financial system.

A financial holding company generally may acquire a company (other than a BHC, bank, or savings association) engaged in activities that are financial in nature or incidental to activities that are financial in nature without prior approval from the FRB. Prior FRB approval is required, however, before the financial holding company may acquire control of more than 5% of the voting shares or substantially all of the assets of a BHC, bank, or savings association. In addition, under the FRB's merchant banking regulations, a financial holding company is authorized to invest in companies that engage in activities that are not financial in nature, as long as the financial holding company makes its investment with the intention of limiting the duration of the investment, does not manage the company on a day-to-day basis, and the company does not cross-market its products or services with any of the financial holding company's controlled depository institutions.

If any subsidiary bank of a financial holding company ceases to be “well-capitalized” or “well-managed” and fails to correct its condition within the time period that the FRB specifies, the FRB has authority to order the financial holding company to divest its subsidiary banks. Alternatively, the financial holding company may elect to limit its activities and the activities of its subsidiaries to those permissible for a bank holding company that is not a financial holding company. If any subsidiary bank of a financial holding company receives a rating under the Community Reinvestment Act (the “CRA”) of less than “satisfactory,” then the financial holding company is prohibited from engaging in new activities or acquiring companies other than bank holding companies, banks, or savings associations until the rating is raised to “satisfactory” or better.

Regulation of Bank Subsidiary

Business Activities. The operations of the Bank are subject to requirements and restrictions under federal law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted, and limitations on the types of investments that may be made and the types of services which may be offered. Various consumer laws and regulations also affect the operations of the Bank. Approval of the OCC is required for branching, bank mergers in which the continuing bank is a national bank, and in connection with certain fundamental corporate changes affecting the Bank. There are various legal limitations, including Sections 23A and 23B of the Federal Reserve Act, as implemented by Regulation W, which govern the extent to which a bank subsidiary may finance or otherwise supply funds to its holding company or its holding company’s non-bank subsidiaries.

Capital Requirements. Federal regulations require banks to maintain minimum levels of capital including: a common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, a Tier 1 capital to risk-weighted assets ratio of 6.0%, a total capital to risk-weighted assets of 8.0%, and a Tier 1 capital to total assets leverage ratio of 4.0%.

In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets. Unrealized gains and losses on certain available-for-sale securities are included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. The Bank has exercised the opt-out. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In assessing an institution’s capital adequacy, federal regulators take into consideration, not only these numeric factors, but qualitative factors as well, and have the authority to establish higher capital requirements for individual banks where necessary.

In addition to establishing the minimum regulatory capital requirements, regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.50% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. Both the Bank and the Company are in compliance with the capital conservation buffer requirements applicable to them.

The federal banking agencies, including the OCC, have also adopted regulations to require an assessment of an institution’s exposure to declines in the economic value of a bank’s capital due to changes in interest rates when assessing the bank’s capital adequacy. Under such a risk assessment, examiners evaluate a bank’s capital for interest rate risk on a case-by-case basis, with consideration of both quantitative and qualitative factors. Institutions with significant interest rate risk may be required to hold additional capital. According to the federal banking agencies, applicable considerations include: quality of the bank’s interest rate risk management process; the overall financial condition of the bank; and the level of other risks at the bank for which capital is needed.

At December 31, 2022, the Bank exceeded all regulatory capital requirements currently applicable. The following table presents the Bank’s capital position at December 31, 2022:


							Capital
As of December 31, 2022	Actual Capital		Required Capital		Excess Amount		Actual Percent		Required Percent
Bank:	(dollars in thousands)
Tier 1 capital (to average assets)	$	1,122,946	$	488,033	$	634,913	9.20	%	4.00	%
Common equity Tier 1 (to risk-weighted assets)	1,122,946		713,194		409,752		11.02		7.00		(1)
Tier 1 capital (to risk-weighted assets)	1,122,946		866,021		256,925		11.02		8.50		(1)
Total capital (to risk-weighted assets)	1,183,705		1,069,791		113,914		11.62		10.50		(1)

(1) Includes the Capital Conservation Buffer of 2.50%.

Prompt Corrective Action. Federal law requires, among other things, that the federal bank regulatory authorities take prompt corrective action with respect to insured depository institutions that do not meet minimum capital requirements. For these purposes, the law establishes five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The FDIC’s regulations define the five categories as follows:

An institution is classified as well capitalized if:

•its ratio of Tier 1 capital to total assets is at least 5%, and it is not subject to any order or directive by the FDIC to meet a specific capital level; and

•its ratio of common equity tier 1 capital to risk-weighted assets is at least 6.5%; and

•its ratio to Tier 1 capital to risk-weighted assets is at least 8%; and

•its ratio of total capital to risk-weighted assets is at least 10%.

An institution is classified as adequately capitalized if:

•its ratio of Tier 1 capital to total assets is at least 4%; and

•its ratio of common equity tier 1 capital to risk-weighted assets is at least 4.5%; and

•its ratio to Tier 1 capital to risk-weighted assets is at least 6%; and

•its ratio of total capital to risk-weighted assets is at least 8%.

An institution is classified as undercapitalized if:

•its leverage ratio is less than 4%; and

•its ratio of common equity tier 1 capital to risk-weighted assets is less than 4.5%; and

•its ratio to Tier 1 risk based capital is at less than 6%; and

•its ratio of total capital to risk-weighted assets is at least 8%.

An institution is classified as significantly undercapitalized if:

•its leverage ratio is less than 3%; or

•its ratio of common equity tier 1 capital to risk-weighted assets is less than 3%; or

•its ratio to Tier 1 risk based capital is at less than 4%; or

•its total risk-based capital is less than 6%.

An institution that has a tangible capital to total assets ratio equal to or less than 2% is deemed to be critically undercapitalized.

The regulations provide that a capital restoration plan must be filed with the OCC within 45 days of the date a national bank receives notice that it is “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” Any holding company for the bank required to submit a capital restoration plan must guarantee the lesser of an amount equal to 5.0% of the bank’s assets at the time it was notified or deemed to be undercapitalized by the OCC, or the amount necessary to restore the bank to adequately capitalized status. Various restrictions, including as to growth and capital distributions, also apply to “undercapitalized” institutions. If an “undercapitalized” institution fails to submit an acceptable capital plan, it is treated as “significantly undercapitalized.” “Significantly undercapitalized” institutions must comply with one or more additional restrictions including, but not limited to, an order by the OCC to sell sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss officers or directors and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator. The OCC may also take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the issuance of a capital directive.

Based on the regulatory guidelines, the Bank satisfies the criteria to be well-capitalized at December 31, 2022.

Insurance of Deposit Accounts. Deposit accounts at the Bank are insured by the DIF of the FDIC up to a maximum of $250,000 per separately insured depositor.

The FDIC charges insured depository institutions premiums to maintain the DIF. Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower FDIC assessments. Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF should the bank fail. As a result of the increase in assessment rates, described below, the assessment range (inclusive of possible adjustments specified by the regulations) for institutions with greater than $10 billion of total assets is 3.5 to 42 basis points.

The FDIC has authority to increase insurance assessments. The FDIC adopted a final rule in October 2022 to increase initial base deposit insurance assessment rates by two basis points beginning in the first quarterly assessment period of 2023. Any significant increases would have an adverse effect on the Bank’s operating expenses and results of operations. The Bank cannot predict what assessment rates will be in the future.

The FDIC may terminate the insurance of an institution’s deposits upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC. The management of the Bank does not know of any practice, condition, or violation that might lead to termination of deposit insurance.

The total deposit insurance assessment expenses incurred in 2022 and 2021 were $5.9 million and $4.8 million, respectively.

Loans to One Borrower. Subject to certain exceptions, a national bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. An additional amount may be lent, equal to

10% of unimpaired capital and surplus, if secured by specified readily-marketable collateral, which generally does not include real estate. As of December 31, 2022, the Bank was in compliance with the loans-to-one borrower limitations.

Limitation on Capital Distributions. Applicable regulations impose limitations upon all capital distributions by a banking institution, including cash dividends, payments to repurchase its shares and payments to stockholders of another institution in a cash-out merger. Under the regulations, an application to and the approval of the OCC, is required prior to any capital distribution if the total capital distributions for the calendar year exceeds net income for that year plus the amount of retained net income for the preceding two years. A national bank may not pay a dividend if it would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the OCC. A national bank may be further limited in payment of cash dividends if it does not maintain the capital conservation buffer.

In the event the Bank’s capital fell below its regulatory requirements or the OCC notified that it was in need of more than normal supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the OCC could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the OCC determines that such distribution would constitute an unsafe or unsound practice. If the Bank is unable for any reason to pay a dividend to the Company, the Company may not have the liquidity necessary to pay a dividend in the future, pay a dividend at the same rate as historically paid, be able to repurchase stock, or to meet current debt obligations. In addition, capital requirements made applicable to the Company as a result of the Dodd-Frank Act and Basel III may limit the Company’s ability to pay dividends or repurchase stock in the future. The Company may also be required to receive non-objection letters prior to performing any actions that may impact the Company’s capital.

Assessments. Banking institutions are required to pay assessments to fund regulatory operations. The assessments, paid on a semi-annual basis, are based upon the institution’s total assets, including consolidated subsidiaries as reported in the Bank’s latest quarterly regulatory report, as well as the institution’s regulatory rating and complexity component. The assessments paid by the Bank totaled $1.4 million for the years ended December 31, 2022 and 2021.

Transactions with Related Parties. The Bank’s authority to engage in transactions with affiliates (e.g., any company that controls or is under common control with an institution, including the Company and its non-bank subsidiaries) is limited by federal law. The aggregate amount of covered transactions with any individual affiliate is limited to 10% of the capital and surplus of the bank. The aggregate amount of covered transactions with all affiliates is limited to 20% of the bank’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an amount and of a type described in federal law. The purchase of low quality assets from affiliates is generally prohibited. The transactions with affiliates must be on terms and under circumstances, that are at least as favorable to the institution as those prevailing at the time for comparable transactions with non-affiliated companies. In addition, banks are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no bank may purchase the securities of any affiliate other than a subsidiary.

Community Reinvestment Act and Fair Lending Laws. All national banks have a responsibility under the CRA and related federal regulations to help meet the credit needs of their communities, including low- and moderate- income neighborhoods. In connection with its examination of a national bank, the OCC is required to evaluate and rate the bank’s record of compliance with the CRA. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices based on the characteristics specified in those statutes. A national bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on certain of its activities such as branching or mergers. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OCC, as well as other federal regulatory agencies and the Department of Justice. On May 5, 2022, the OCC, FRB and FDIC released a notice of proposed rule making to strengthen and modernize the CRA regulations and framework.

Federal Home Loan Bank System

The Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional FHLBs. Each FHLB provides member institutions with a central credit facility. The Bank, as a member of the FHLB New York is required to acquire and hold shares of capital stock in that FHLB in a specified amount. The Bank was in compliance with this requirement with an investment in FHLB New York stock at December 31, 2022 and 2021 of $69.4 million and $13.5 million, respectively.

Federal Reserve System

The FRB regulations require depository institutions to maintain reserves against their transaction accounts (primarily interest-bearing checking and regular checking accounts). Effective March 26, 2020, the FRB reduced reserve requirement ratios to zero, effectively eliminating the requirements. The FRB indicated that it has no plans to re-impose reserve requirements but could in the future if conditions warrant.

In addition, as a national bank, the Bank is required to hold capital stock of the Federal Reserve Bank of Philadelphia. The required shares may be adjusted up or down based on changes to the Bank's common stock and paid-in surplus. The Bank is in compliance with these requirements, with a total investment in Federal Reserve Bank of Philadelphia stock of $39.5 million and $39.3 million at December 31, 2022 and 2021, respectively.

The Federal Reserve Bank of Philadelphia pays dividends on the common stock held by the Bank. However, the level of dividends is reduced for financial institutions that exceed a certain asset size. For 2022, the asset level is $11.23 billion, and financial institutions whose assets exceed that level receive dividends generally equal to the rate of the 10-year Treasury note, as opposed to 6% for smaller financial institutions. Such reduction has significantly decreased the dividends received from the Federal Reserve Bank of Philadelphia, which totaled $1.3 million for the year ended December 31, 2022.


Item 1A.			Risk Factors

An investment in the Company’s common stock or the Series A Preferred Stock involves risks. Stockholders should carefully consider the risks described below, together with other information contained in this Annual Report on Form 10-K and that was filed with the Securities and Exchange Commission (the “SEC”), before making any purchase or sale decisions regarding the Company’s common stock or Series A Preferred Stock. If any of the following risks actually occur, the Company’s financial condition or operating results may be harmed. In that case, the trading price of the Company’s common stock may decline and stockholders may lose part or all of their investment in the Company’s common stock or Series A Preferred Stock.

Risks Related to Lending Activities

The Company’s emphasis on commercial lending may expose the Company to increased lending risks. At December 31, 2022, $6.79 billion, or 68.5%, of the Company’s total loans consisted of commercial real estate, multi-family real estate and land loans, and commercial and industrial loans. These portfolios have grown in recent years and the Company intends to continue to emphasize these types of lending arrangements. These types of loans may expose a lender to greater risk of non-payment and loss than residential real estate loans because repayment of the loans often depends on the successful operation of the property or the borrower’s business and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans. These loans expose the Company to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If the Company forecloses on these loans, the holding period for the collateral typically is longer than for a single or multifamily residential property because there are fewer potential purchasers of the collateral. Commercial and industrial loans are typically affected by the borrowers’ ability to repay the loans from the cash flows of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. The collateral securing the loans and leases often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business.

The level of the commercial real estate loan portfolio may subject the Company to additional regulatory scrutiny. The OCC and the other federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like the Bank, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may be subject to this guidance if, among other factors, (i) total reported loans for construction, land acquisition and development and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these factors, the Bank has a concentration in multi-family and commercial real estate lending, as such loans represented 438% of total bank capital as of December 31, 2022. The guidance focuses on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or in an abundance of caution). The guidance assists banks in developing risk management practices and determining capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While it is management’s belief that policies and procedures with respect to the Bank’s commercial real estate loan portfolio have been implemented consistent with this guidance, bank regulators could require that additional policies and procedures be implemented consistent with their interpretation of the guidance that may result in additional costs or that may result in the curtailment of commercial real estate and multi-family lending that would adversely affect the Company’s loan originations and profitability.

The Dodd-Frank Act imposes obligations on originators of residential mortgage loans. Among other things, the Dodd-Frank Act requires originators to make a reasonable and good faith determination based on documented information that a borrower has a reasonable ability to repay a particular mortgage loan over the long term. If the originator cannot meet this standard, the burden is on the lender to demonstrate the appropriateness of its policies and the strength of its controls. The Dodd-Frank Act contains an exception from this Ability-To-Repay rule for “Qualified Mortgages.” Applicable rules set forth specific underwriting criteria for a loan to qualify as a Qualified Mortgage. If a loan meets these criteria and is not a “higher priced loan” as defined in FRB regulations, the CFPB rule establishes a safe harbor preventing a consumer from asserting the failure of the originator to establish the consumer’s Ability-To-Repay. However, a consumer may assert the lender’s failure to comply with the Ability-To-Repay rule for all residential mortgage loans other than Qualified Mortgages, and may challenge whether a loan actually met the criteria to be deemed an Ability-to-Pay Qualified Mortgage. These challenges have yet to be addressed by the courts.

Although the majority of residential mortgages historically originated by the Company would be considered Qualified Mortgages, the Company currently originates residential mortgage loans that do not qualify. As a result of the Ability-to-Repay rules, the Company may experience loan losses, litigation-related expenses, and delays in taking title to real estate collateral in a foreclosure proceeding if these loans do not perform and borrowers challenge whether the Company satisfied the Ability-To-Repay rule upon originating the loan.

The Company’s allowance for credit losses may be inadequate, which could hurt the Company’s earnings. The Company’s allowance for credit losses may prove to be inadequate to cover actual credit losses. If the Company is required to increase its allowance, current earnings may be reduced. The Company provides for losses by reserving what it believes to be an adequate amount to absorb any estimated lifetime expected credit losses. A charge-off reduces the Company’s allowance for possible credit losses. If the Company’s allowance was insufficient, it would be required to record a provision, which would reduce earnings for that period. Changes to the economic forecasts within the model could positively or negatively impact the actual results. In addition, regulatory agencies, as an integral part of their examination process, may require additions to the allowance based on their judgment about information available to them at the time of their examination. Any increase in the allowance for credit losses, or expenses incurred to determine the appropriate level of the allowance for credit losses, may have a material adverse effect on the Company’s financial condition and results of operations.

The foreclosure process may adversely impact the Company’s recoveries on non-performing loans. The judicial foreclosure process is protracted, especially in New Jersey, where foreclosure timelines remain among the longest in the nation, which delays the Company’s ability to resolve non-performing loans through the sale of the underlying collateral. The longer timelines have been the result of the economic crisis, additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure. These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential mortgage lenders. This may result in a material adverse effect on collateral values and the Company’s ability to minimize its losses.

Risks Related to Economic Matters

Inflation can have an adverse impact on the Company’s business and its customers. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Over the past year, in response to a pronounced rise in inflation, the FRB has raised certain benchmark interest rates to combat inflation. As discussed below under Risks Related to Interest Rates—Changes in interest rates could adversely affect results of operations and financial condition, as inflation increases and market interest rates rise, the value of the Company’s investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services the Company uses in its business operations, such as electricity and other utilities, and also generally increases employee wages, any of which can increase the Company’s non-interest expenses. Furthermore, the Company’s customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with the Company. Sustained higher interest rates by the FRB to tame persistent inflationary price pressures could also push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and the Company’s markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Company’s products and services, all of which, in turn, would adversely affect the Company’s business, financial condition and results of operations.

A worsening of economic conditions in the market area could reduce demand for the products and services and/or result in increases in the level of non-performing loans, which could adversely affect the Company’s business, financial condition, and results of operations. A deterioration in economic conditions, especially local conditions, as a result of COVID-19, inflation, recession or otherwise, could have the following consequences, any of which could have a material adverse effect on the

business, financial condition, liquidity and results of operations, and could more negatively affect the Company compared to a financial institution that operates with more geographic diversity:

•demand for the products and services may decline;

•there may be an increase to the allowance for credit losses;

•loan delinquencies, problem assets, and foreclosures may increase;

•collateral for loans, especially real estate, may decline in value, thereby reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans; and

•the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments.

Moreover, a significant decline in general economic conditions caused by inflation, recession, acts of terrorism, civil unrest, an outbreak of hostilities or other international or domestic calamities, an epidemic or pandemic, unemployment or other factors beyond the Company’s control could further impact these local economic conditions and could further negatively affect the financial results of banking operations. In addition, deflationary pressures, while possibly lowering operating costs, could have a significant negative effect on borrowers, especially business borrowers, and the values of underlying collateral securing loans, which could negatively affect financial performance.

A downturn in the local economy or in local real estate values could adversely impact profits. Most of the Bank’s loans are secured by real estate and are made to borrowers throughout New Jersey and the major metropolitan areas of Philadelphia, New York, Baltimore, and Boston, as well as their surrounding areas. A return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which the Company does its business, the value of loans, investments, and collateral securing loans and classified assets, reduce the demand for the Company’s products and services, and/or the ongoing operations, costs and profitability. Any of these negative events could increase the amount of non-performing loans and cause residential and commercial real estate loans to become inadequately collateralized, any of which could expose the Company to a greater risk of loss and may adversely affect the Company’s capital, liquidity and financial conditions.

Risks Related to Acquisitions and Growth

The Company must successfully integrate the operations and retain the customers of its acquired institutions. The Company regularly completes acquisitions of financial institutions and continues to explore acquisition opportunities as part of its strategic plan. Future results of operations will depend in large part on the Company’s ability to successfully integrate the operations of the institutions it acquires and retain the employees and customers of those institutions. If the Company is unable to successfully manage the integration of the separate cultures, employee and customer bases and operating systems of the institutions it acquires, the Company’s results of operations may be adversely affected.

The Company’s failure to successfully manage its growth may adversely impact its financial condition and results of operation. The Company may be challenged to successfully manage its business as a result of the strain on management and operations that may result from growth. The ability to manage growth will depend on its ability to continue to attract, hire and retain skilled employees. Success will also depend on the ability of officers and key employees to continue to implement and improve operational and other systems, to manage multiple, concurrent customer relationships and to retain, hire, train and manage skilled employees.

In addition, to successfully manage substantial growth, the Company may need to increase non-interest expenses through additional leasehold and data processing costs, and other infrastructure costs. In order to successfully manage growth, the Company may need to adopt and effectively implement new or revise existing policies, procedures and controls to maintain credit quality, control costs and oversee the Company’s operations. No assurance can be given that the Company will be successful in these efforts.

The Company’s intent to expand its geographic footprint may not be successful in entering into new markets. The Company intends to expand its geographic footprint through acquisitions and organic growth. Entering into new markets involves risks, such as competitive disadvantages through a lack of name recognition, increased marketing costs, and the inability to otherwise grow market share as needed to offset the costs associated with expansion. The failure to successfully implement a geographic growth strategy could adversely affect the Company’s results of operations.

The Company may need to raise additional capital in the future and such capital may not be available when needed or at terms that are beneficial to stockholders. Substantial growth may stress regulatory capital levels, and may require the Company to raise additional capital. No assurance can be given that the Company will be able to raise any required capital, or that it will be able to raise capital on terms that are beneficial to stockholders.

A portion of the Company’s loan portfolio has grown through acquisition, and therefore may not have been underwritten to meet the Company’s credit standards. Loans that were acquired as part of the Company’s acquisitions of other depository institutions, were not underwritten or originated in accordance with the Company’s credit standards, including environmental matters, and the Company did not have long-standing relationships with many of these borrowers at the time of acquisition. The acquired loans are underwritten at the date of acquisition based on the Company’s credit standards, which can temporarily increase loans classified as special mention and substandard for a period of time until these loans are integrated and conform to the Company’s credit standards. Although the Company reviewed the loan portfolios of each institution acquired as part of the diligence process, and believes that it has established reasonable credit marks with regard to all loans acquired, no assurance can be given that the Company will not incur losses in excess of the credit marks with regard to these acquired loans, or that any such losses, if they occur, will not have a material adverse effect on the Company’s business, financial condition, and results of operations.

Future acquisition activity could otherwise negatively affect financial condition and results of operations. The Company continues to evaluate opportunities to acquire institutions and/or bank branches. Acquiring other banks, businesses, or branches may have an adverse effect on financial results and may involve various other risks commonly associated with acquisitions, including those discussed above, as well as, among other things:

•payment of a premium over book and market values that may dilute the book value and earnings per share in the short and long-term;

•potential exposure to unknown or contingent liabilities of the target company;

•exposure to potential asset quality problems of the target company;

•inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits of the acquisition;

•potential disruption to the business;

•potential diversion of management’s time and attention;

•the possible loss of key employees and customers of the target company; and

•potential changes in banking or tax laws or regulations that may affect the target company.

Acquisitions may reduce or not enhance cash flows, business, financial condition, results of operations or prospects as expected and, as a result, such acquisitions may have an adverse effect on the results of operations, particularly during periods in which the acquisitions are being integrated into operations.

Risks Related to Interest Rates

The reversal of the historically low interest rate environment may adversely affect net interest income and profitability. The FRB decreased benchmark interest rates significantly, to near zero, in response to the COVID-19 pandemic. The FRB has reversed its policy of near zero interest rates given its concerns over inflation. Market interest rates have risen in response to the FRB’s recent rate increases. As discussed below, the increase in market interest rates could have an adverse effect on the Company’s net interest income and profitability.

Changes in interest rates could adversely affect results of operations and financial condition. The Company’s ability to make a profit largely depends on net interest income, which could be negatively affected by changes in interest rates. Further, interest-bearing liabilities generally have shorter contractual maturities than interest-earning assets and are subject to repricing based on economic conditions, competition, and funding availability among other factors. This imbalance can create significant earnings volatility as market interest rates change over time. In a period of rising interest rates, the interest income earned on interest-earning assets may not increase as rapidly as the interest paid on interest-bearing liabilities, which would be expected to compress the interest rate spread and have a negative effect on the Company’s profitability. Additionally, a flat or an inverted yield curve, where short-term rates are close to, or above, long-term rates, could adversely affect the Company’s financial condition and results of operations.

In addition, changes in interest rates can affect the average life of loans and investment securities. A reduction in interest rates causes increased prepayments of loans and mortgage-backed securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that the Company may not be able to reinvest the funds from faster prepayments at rates that are comparable to the rates earned on the prepaid loans or securities. Conversely, an increase in interest rates generally reduces prepayments. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans.

Changes in interest rates may also affect the current estimated fair value of the securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. Unrealized net losses on securities available-for-sale are reported as a

separate component of stockholders’ equity. To the extent interest rates increase and the value of the available-for-sale portfolio decreases, stockholders’ equity will be adversely affected.

Changes in the estimated fair value of debt securities may reduce stockholders’ equity and net income. At December 31, 2022, the Company maintained a debt securities portfolio of $1.68 billion, of which $457.6 million was classified as available-for-sale. The estimated fair value of the available-for-sale debt securities portfolio may change depending on the credit quality of the underlying issuer, market liquidity, changes in interest rates and other factors. Stockholders’ equity is increased or decreased by the amount of the change in the unrealized gain or loss (difference between the estimated fair value and the amortized cost) of the available-for-sale debt securities portfolio, net of the related tax expense or benefit, under the category of accumulated other comprehensive income (loss). During the year ended December 31, 2022, the Company incurred other comprehensive losses of $33.4 million, net of tax, related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio, which negatively impacted stockholders’ equity, as well as book value per common share. The decrease occurred even though the securities are not sold.

The Company conducts a periodic review of the debt securities portfolio to determine if any decline in the estimated fair value of any security below its cost basis is considered impaired. Factors which are considered in the analysis include, but are not limited to, the extent to which the fair value is less than the amortized cost basis, the financial condition, credit rating and future prospects of the issuer, whether the debtor is current on contractually obligated interest and principal payments and the intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value and the likelihood of any near-term fair value recovery. If such decline is deemed to be uncollectible, the security is written down to a new cost basis and the resulting loss will be recognized as a securities credit loss expense through an allowance for securities credit losses.

Risks Related to Loan Sales

The Company may be required to repurchase mortgage loans for a breach of representations and warranties, which could harm the Company’s earnings. The Company enters into loan sale agreements with investors in the normal course of business. The loan sale agreements generally require the repurchase of certain loans previously sold in the event of a violation of various representations and warranties customary in the mortgage banking industry. FNMA, FHLMC and investors carefully examine loan documentation on delinquent loans for a possible reason to request a repurchase by the loan originator. A subsequent sale of a repurchased mortgage loan could be at a significant discount to the unpaid principal balance. The Company maintains a reserve for repurchased loans. However, if repurchase activity or the amount of loss on the sale of a repurchased loan is greater than anticipated, the reserve may need to be increased to cover actual losses, which could harm future earnings.

Risks Related to Laws and Regulations

The Company and the Bank operate in a highly regulated environment and may be adversely affected by changes in laws and regulations. The Company is subject to examination, supervision and regulation by the FRB. The Bank is subject to regulation, supervision and examination by the OCC, its primary federal regulator, by the FDIC, as insurer of deposits, and by the CFPB with respect to consumer protection laws. Such regulation and supervision governs the activities in which an institution and its holding company may engage. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on operations, the classification of assets and determination of the level of the allowance for credit losses. The laws and regulations that govern the Company’s and the Bank’s operations are designed for the protection of depositors and the public, but not the Company’s stockholders. These provisions, as well as any other aspects of current or future regulatory or legislative changes to laws applicable to the financial industry, may impact the profitability of the Company’s business activities and may change certain business practices, including the ability to offer new products, obtain financing, generate fee income, attract deposits, make loans and achieve satisfactory interest spreads, and could expose the Company to additional costs, including increased compliance costs. These changes also may require the Company to invest significant management attention and resources to make any necessary changes to operations in order to comply, and could therefore also materially and adversely affect the Company’s business, financial condition, and results of operations.

As part of its lending activity, the Company may enter into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan to a fixed-rate commercial loan. Under these agreements, the Company enters into a variable rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable rate loan into a fixed rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement, as well as more broadly hedges variable cash flows associated with its floating rate loans. Offering these products can subject the Company to additional regulatory oversight and cost, as well as additional risk. The Dodd-Frank Act contains a comprehensive framework for over-the-counter derivatives transactions. Even though many of the requirements do not impact the Company directly, since the Bank does not meet the definition of swap dealer or “major swap participant,” the Company continues to review and

evaluate the extent to which such requirements impact its business indirectly or if and when such requirements may apply to the Bank directly. The Commodity Futures Trading Commission set the permanent aggregate gross notional amount threshold for the de minimis exception from the definition of swap dealer at $8.0 billion in swap dealing activity entered into by a person over the preceding 12 months. The Company’s swap dealing activities are currently below this threshold.

The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs and procedures to prevent financial institutions from being used for money laundering, terrorist financing and other illicit activities, including filing suspicious activity reports and establishing procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in wide variety of sanctions, including payment of damages and civil money penalties, injunctive relief, and restrictions on mergers and acquisitions activity and expansion. Although the Company has developed policies and procedures designated to comply with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

The Company is subject to stringent capital requirements, which may adversely impact return on equity, require additional capital raises, or limit the ability to pay dividends or repurchase shares. Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, which if complied will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount.

The application of these capital requirements could, among other things, require the Company to maintain higher capital resulting in lower returns on equity, and require the Company to obtain additional capital to comply or result in regulatory actions if the Company is unable to comply with such requirements. See Regulation and Supervision, Bank Holding Company Regulation.

Monetary policies and regulations of the Federal Reserve Board could adversely affect the Company’s business, financial condition, and results of operations. The Company’s earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against certain transaction account deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

The monetary policies and regulations of the Federal Reserve Board have a significant effect on the overall economy and the operating results of financial institutions.

The Company is subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties. The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in sanctions, including payment of damages and civil money penalties, injunctive relief, and restrictions on mergers and acquisitions activity and expansion. Private parties may also challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Federal Reserve Board may require the Company to commit capital resources to support the Bank. Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may require the holding company to borrow the funds or raise capital. Thus, any borrowing or funds needed to raise capital required to make a capital injection becomes more difficult and expensive and could have an adverse effect on the Company’s business, financial condition, and results of operations.

The Company is subject to heightened regulatory requirements as a result of total assets exceeding $10 billion. The Company’s total assets were $13.1 billion at December 31, 2022 and banks or financial institutions with assets in excess of $10 billion are subject to requirements imposed by the Dodd-Frank Act and its implementing regulations, including the examination authority

of the CFPB to assess compliance with federal consumer financial laws, imposition of higher FDIC premiums, reduced debit card interchange fees, and enhanced risk management frameworks, all of which increase operating costs and reduce earnings.

Additional costs have been and will be incurred to implement processes, procedures, and monitoring of compliance with these imposed requirements, including investing significant management attention and resources to make the necessary changes to comply with the requirements under the Dodd-Frank Act. The Company faces the risk of failing to meet these requirements, which could result in regulatory action. While the effect of any presently contemplated or future changes in the laws or regulations or their interpretations would have is unpredictable, these changes could be materially adverse to the Company’s investors.

Furthermore, the level of dividends the Company receives from the Federal Reserve Bank of Philadelphia is reduced due to its asset size. The asset size was originally established at $10 billion, but has been increased for inflation such that, for 2022, the asset level is $11.23 billion. Financial institutions whose assets exceed that level receive dividends generally equal to the rate of the 10-year Treasury note, as opposed to 6% for smaller financial institutions. Such reduction has significantly decreased the dividends received from the Federal Reserve Bank of Philadelphia, which totaled $1.3 million for the year ended December 31, 2022.

Risks Related to Dividend Payments

There is no guaranty that the Company will be able to continue to pay a dividend on its common stock or, if continued, will be able to pay a dividend at the current rate. The Board of Directors of the Company determines if, when and the amount of dividends that may be paid on the common stock. In making such determination under the Company’s capital management plan, the Board of Directors takes into account various factors including economic conditions, earnings, liquidity needs, the financial condition of the Company, applicable state law, regulatory requirements and other factors deemed relevant by the Board of Directors. Although the Company has a history of paying a quarterly dividend on its common stock, there is no guaranty that such dividends will continue to be paid in the future or at what rate.

Dividends on the Series A Preferred Stock are discretionary and non-cumulative. Dividends on the Series A Preferred Stock are discretionary and will not be cumulative. If the Board of Directors does not declare a dividend on the Series A Preferred Stock in respect of a dividend period, then no dividend will be payable on the applicable dividend payment date, no dividend will be deemed to have accumulated for such dividend period, and the Company will have no obligation to pay any dividend for that dividend period at any time, whether or not the Board of Directors declares a dividend on the Series A Preferred Stock or any other class or series of the Company’s capital stock for any future dividend period. Any declaration and payment of dividends on the Series A Preferred Stock will depend upon, among other factors, the Company’s earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, the ability to service any equity or debt obligations senior to the Series A Preferred Stock, and other factors deemed relevant by the Board of Directors. In addition, under the Federal Reserve’s capital rules, dividends on the Series A Preferred Stock may only be paid out of net income, retained earnings, or surplus related to other additional Tier 1 capital instruments.

Risks Related to Competition

Competition may adversely affect profitability and liquidity. The Company has substantial competition in originating commercial and consumer loans in its market area. This competition comes principally from other banks, savings institutions, mortgage banking companies and other lenders. Many of these competitors enjoy advantages, including greater financial resources and access to capital, stronger regulatory ratios and higher lending limits, a wider geographic presence, more accessible branch office locations, the ability to offer a wider array of services or more favorable pricing alternatives, as well as lower origination and operating costs. In addition, rapid technological changes and consumer preferences may result in increased competition for the Company’s services. Increased competition could reduce the Company’s net income by decreasing the number and size of loans that the Company originates and the interest rates charged on these loans. Competitive factors driven by consumer sentiment or otherwise can also reduce the Company’s ability to generate fee income, such as through overdraft fees.

In attracting deposits, the Company faces substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many competitors enjoy advantages, including greater financial resources and access to capital, stronger regulatory ratios, more aggressive marketing campaigns, better brand recognition and more branch locations. These competitors may offer higher interest rates than the Company, which could decrease the deposits that the Company attracts or require the Company to increase its rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect the Company’s ability to generate the funds necessary for lending operations. As a result, the Company may need to seek other sources of funds that may be more expensive to obtain which could increase the cost of funds.

In addition, rapid technological changes and consumer preferences may result in increased competition for the Company’s other services. A number of well-funded technology focused companies are innovating the payments, distributed ledger, and cryptocurrency networks and are attempting to disintermediate portions of the traditional banking model. A shift in the mix of payment forms away from the Company’s products and services could have a material adverse effect on the Company’s financial position and results of operations.

The Company has also been active in competing for New Jersey governmental and municipal deposits. At December 31, 2022, these relationships included public school districts, local municipal governments, and cooperative health insurance funds, and such deposits accounted for approximately 25.1% of the Company’s total deposits. The governor of New Jersey has proposed that the state form and own a bank in which governmental and municipal entities may deposit their excess funds, with the state owned bank then financing small businesses and municipal projects in New Jersey. Should this proposal be adopted and a state owned bank formed, it could impede the Company’s ability to attract and retain governmental and municipal deposits and financing opportunities. Public fund deposits from local government entities such as counties, townships, school districts and other municipalities generally have higher average balances and the Company’s inability to retain such funds could adversely affect liquidity or result in the use of higher-cost funding sources.

Risks Related to Strategic Matters

New lines of business or new products and services may subject the Company to additional risks. The Company may implement new lines of business or offer new products and services within existing lines of business. In developing and marketing new lines of business and/or new products and services significant time and resources may be invested. Initial timetables for the development and introduction of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. Furthermore, if customers do not perceive new offerings as providing significant value, they may fail to accept the new products and services. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences may also impact the successful implementation of a new line of business or a new product or service. Furthermore, the burden on management and information technology of introducing any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Company’s inability to tailor its retail delivery model to respond to consumer preferences in banking may negatively affect earnings. The Company has expanded its market presence through acquisitions and growth. The Company’s branch network continues to be a very significant source of new business generation, however, consumers continue to migrate much of their routine banking to self-service channels. In recognition of this shift in consumer patterns, the Company has undertaken a comprehensive review of its branch network, resulting in branch consolidation accompanied by the enhancement of the Company’s capabilities to serve its customers through alternate delivery channels. The benefits of this strategy are dependent on the Company’s ability to realize expected expense reductions without experiencing significant customer attrition.

Risks Related to Operational Matters

Risks associated with system failures, interruptions, or breaches of security could disrupt businesses, result in the disclosure of confidential information, damage the reputation of, and create significant financial and legal exposure for the Company. Information technology systems are critical to the Company’s business, which, is required to collect, process, transmit and store significant amounts of confidential information regarding the Company’s customers, employees and its own business, operations, plans and business strategies. The Company uses various technology systems to manage customer relationships, deposits and loans, general ledger, securities investments, and other processes. The computer systems, data management and internal processes, as well as those of third parties, are integral to the Company’s performance. The heavy reliance on information technology systems exposes the Company to operational risks, which include the risk of malfeasance by employees or persons outside the Company, errors relating to transaction processing and technology, systems failures or interruptions, failures to properly implement systems upgrades, breaches of the Company’s internal control systems and compliance requirements, and business continuation and disaster recovery.

Financial institutions and companies have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, often through the introduction of computer viruses or malware, cyberattacks, ransomware and other means. Additionally, there is the risk of distributed denial-of-service or other similar attacks from technically sophisticated and well-resourced third parties, which are intended to disrupt online services. Despite the Company’s efforts to ensure the integrity of its systems, the Company may not be able to implement effective preventive measures against all security breaches, especially because the techniques used change frequently or are not

recognized until launched, and because cyberattacks can originate from a wide variety of sources. Those parties may also attempt to fraudulently induce employees, customers or other users of the Company’s systems to disclose sensitive information in order to gain access to the Company’s data or that of its customers or clients. These risks may increase in the future as the Company continues to increase its mobile and other internet-based product offerings and systems.

In addition, a majority of data processing is outsourced to certain third-party providers. If these third-party providers encounter difficulties, or if there is difficulty communicating with them, the ability to adequately process and account for transactions could be affected, and business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various vendors and their personnel. Breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to the confidential or other information of the Company and its customers, clients or counterparties. While management regularly reviews security assessments that were conducted on the Company’s third-party service providers that have access to sensitive and confidential information, there can be no assurance that their information security protocols are sufficient to withstand a cyber-attack or other security breach.

The occurrence of any system failures, interruption, or breach of security of the Company’s or its vendors’ systems could cause serious negative consequences for the Company, including significant disruption of the Company’s operations, misappropriation of confidential information of the Company or that of its customers, or damage to computers or systems of the Company and those of its customers and counterparties, and which could result in violations of applicable privacy and other laws, financial loss to the Company or to its customers, loss of confidence in the Company’s security measures, customer dissatisfaction, significant litigation exposure, and harm to the Company’s reputation, all of which could have a material adverse effect on the Company.

An inability to attract and retain qualified personnel or the unexpected loss of service of any key personnel could have a negative impact on financial condition and results of operations. The Company’s ability to maximize profitability and manage growth successfully will depend on its ability to continue to attract and retain management and loan officers experienced in banking and financial services and familiar with the communities in its market area. The unexpected loss of service of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could adversely affect the Company. If the Company is not able to attract qualified personnel it could negatively impact the Company’s profitability and growth.

Risks Related to Accounting and Internal Controls Matters

The Company may incur impairments to goodwill. At December 31, 2022, the Company had $506.1 million in goodwill, which is evaluated for impairment at least annually. Significant negative industry or economic trends, including declines in the market price of the Company’s stock, reduced estimates of future cash flows or business disruptions could result in impairments to goodwill. The valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely on projections of future operating performance. If the analysis results in impairment to goodwill, an impairment charge to earnings would be recorded in the financial statements during the period in which such impairment is determined to exist. Any such charge could have an adverse effect on the results of operations.

Controls and procedures may fail or be circumvented, which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact the Company’s stock price. Management routinely reviews and updates internal controls. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company, the results of operations and financial condition, investor confidence, and stock price.

Changes in management’s estimates and assumptions may have a material impact on the Company’s consolidated financial statements and the financial condition or operating results. In preparing periodic reports the Company is required to file under the Securities Exchange Act of 1934, including the consolidated financial statements, management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known, including the evaluation of the adequacy of the allowance for credit losses.

Changes in accounting standards could affect reported earnings. The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board (“FASB”), the SEC and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of the Company’s financial statements. These changes can be hard to predict and can materially impact how the financial condition and results of operations are reported. In some cases, the Company could be required to apply new or revised guidance retroactively.

Risks Related to Environmental and Other Global Matters

Hurricanes and other natural disasters, climate change or increases to flood insurance premiums could adversely affect asset quality and earnings. The Company’s trade area includes counties in New Jersey with extensive coastal regions. These areas may be vulnerable to flooding or other damage from future storms or hurricanes, which could negatively impact the Company’s results of operations by disrupting operations, adversely impacting the ability of the Company’s borrowers to repay their loans, damaging collateral or reducing the value of real estate used as collateral.

The Company’s business, financial condition, and results of operations could be adversely affected by natural disasters, health epidemics, and other catastrophic events. The Company could be adversely affected if key personnel or a significant number of employees were to become unavailable due to a pandemic, natural disaster, war, act of terrorism, accident, or other reason. Any of these events could result in the temporary reduction of operations, employees, and customers, which could limit the Company’s ability to provide services. Additionally, many of the Company’s borrowers may suffer property damage, experience interruptions of their business or lose their jobs after such events. Those borrowers might not be able to repay their loans, and the collateral for such loans may decline significantly in value.

Further, given the inter-connectivity of the global economy, pandemic disease and health events have the potential to negatively impact economic activities in many countries, including the United States, including the business of the Company’s borrowers. Additionally, global markets may be adversely affected by the emergence of widespread health emergencies or pandemics.

Societal responses to climate change could adversely affect the Company’s business and performance, including indirectly through impacts on its customers. Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior as a result of these concerns. The Company and its customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The Company and its customers may face cost increases, asset value reductions, operating process changes, and other issues. The impact on the Company’s customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts could be a drop in demand for the Company’s products and services, particularly in certain sectors. In addition, the Company could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. The Company takes these risks into account when making lending and other decisions, such as business with climate-friendly companies, which may not be effective in protecting from the negative impact of new laws and regulations or changes in consumer or business behavior.

Risks Related to Card Networks

Changes in card network fees could impact the Company’s operations. From time to time, the card networks increase the fees (known as interchange fees) that they charge to acquirers and that the Company charges its merchants. It is possible that competitive pressures will result in the Company absorbing a portion of such increases in the future, which would increase costs, reduce profit margin and adversely affect the Company’s business and financial condition. In addition, the card networks require certain capital requirements. An increase in the required capital level would further limit the Company’s use of capital for other purposes.

Changes in card network rules or standards could adversely affect the Company’s business. The Company is a member of the Visa and MasterCard networks. As such, the Company is subject to card network rules resulting in a variety of fines or penalties that may be assessed on the Company. The termination of membership or any changes in card network rules or standards, including interpretation and implementation of existing rules or standards, could increase the cost of operating the merchant services business or limit the ability to provide debit card and cash management solutions to or through customers, and could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Risks Related to the COVID-19 Pandemic

The ongoing COVID-19 pandemic and measures intended to prevent its spread could continue to adversely affect the Company’s business activities, financial condition, and results of operations and such effects will depend on future developments, which are highly uncertain and difficult to predict. Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have continued to affect the macroeconomic environment, both nationally and in the Company’s existing geographic footprint. Federal and state agencies may pass measures to address the economic and social consequences of the pandemic that could impact the Company’s financial results and have a destabilizing effect on financial markets, key market indices, and overall economic activity.

Prolonged measures by public health or other governmental authorities encouraging or requiring significant restrictions on travel, assembly, or other core business practices would further harm the Company’s business and that of its customers, in particular small to medium-sized business customers. Although the Company has business continuity plans and other safeguards in place, there is no assurance that they will be effective. A decline in economic conditions generally and a prolonged negative impact on small to medium-sized businesses, in particular, due to the COVID-19 pandemic could result in a material adverse effect on the Company’s business, financial condition, and results of operations and may heighten many of the known risks described herein and in other filings with the SEC.

Other Risks Related to the Business

Elimination of LIBOR and uncertainty of its replacement may adversely affect the Company. In 2017, the Alternative Reference Rates Committee (“ARRC”) was created to identify an alternative reference interest rate to replace LIBOR. The ARRC announced Secured Overnight Financing Rate (“SOFR”), a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, as its preferred alternative to LIBOR. The Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced its intention to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after June 2023. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question. There are risks inherent with the transition to any alternative rate as the rate may behave differently than LIBOR in reaction to monetary, market and economic events. The discontinuance of LIBOR may adversely affect the value of and return on the Company’s financial assets and liabilities that are based on or are linked to LIBOR, the Company’s results of operations or financial condition. In addition, these reforms may require changes to existing contracts that govern LIBOR based products as well as the Company’s systems and processes.

FEDERAL AND STATE TAXATION

Federal Taxation

General. The Company and the Bank report their income on a calendar year basis using the accrual method of accounting, and are subject to Federal income taxation in the same manner as other corporations with some exceptions, including particularly the Bank’s reserve for bad debts. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company. The current applicable statutory tax rate is 21%.

Dividends Received Deduction and Other Matters. The Company may exclude from its income 100% of dividends received from the Bank as a member of the same affiliated group of corporations. The corporate dividends received deduction is generally 50% in the case of dividends received from unaffiliated corporations with which the Company and the Bank will not file a consolidated tax return, except that if the Company or the Bank own more than 20% of the stock of a corporation distributing a dividend then 65% of any dividends received may be deducted.

Inflation Reduction Act of 2022. The Inflation Reduction Act was signed into law by President Biden on August 16, 2022 which, amongst other things, implements a new alternative minimum tax of 15% on corporations with profits in excess of $1 billion, a 1% excise tax on stock repurchases, and several tax incentives to promote clean energy and climate initiatives. These provisions are effective beginning January 1, 2023. Based on its analysis of the provisions, the Company does not expect this legislation to have a material impact on its consolidated financial statements.

State and Local Taxation

New Jersey Taxation. The Company files New Jersey income tax returns. For this purpose, taxable income generally means Federal taxable income, excluding some entities not included in the unitary filing and other adjustments (including addition of interest income on state and municipal obligations).

The Company is required to file a New Jersey income tax return because it does business in New Jersey. For New Jersey tax purposes, regular corporations are presently taxed at a rate equal to 9% of taxable income. New Jersey also imposes a temporary surtax of 2.5% which is effective through December 31, 2023. For 2019 and prospectively, New Jersey law requires combined filing for members of an affiliated group, but excludes companies that qualify as a New Jersey Investment Company and Real Estate Investment Companies. The allocation and apportionment of taxable income to New Jersey may affect the overall tax rate.

New York Taxation. The Company is required to file New York State, MTA, and New York City tax returns. The New York State and New York City returns require consolidation of all entities, including OceanFirst Realty, and taxable income,

consistent with other states, generally means Federal taxable income subject to certain adjustments. The allocation and apportionment of taxable income to New York State and New York City may affect the overall tax rate.

Pennsylvania Taxation. The Bank is required to file a Pennsylvania bank shares tax return. The Bank’s net assets, less allowable deductions, are taxed at a rate presently equal to 0.95% of apportioned net assets. The allocation and apportionment to Pennsylvania may affect the overall tax rate.

Delaware Taxation. As a Delaware holding company not earning income in Delaware, the Company is exempted from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware.


Item 1B.			Unresolved Staff Comments

None.


Item 2.			Properties

At December 31, 2022, the Bank conducted its business through its branch office and headquarters located in Toms River, New Jersey, its administrative office located in Red Bank, New Jersey, and an administrative office located in Mount Laurel, New Jersey. The Bank also conducts its business at 37 additional branch offices and deposit production facilities located throughout central and southern New Jersey and the greater metropolitan area of New York City and Philadelphia. The Bank also operated commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Baltimore, and Boston.


Item 3.			Legal Proceedings

The Company and the Bank are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such other routine legal proceedings in the aggregate are believed by management to be immaterial to the Company’s financial condition or results of operations.


Item 4.			Mine Safety Disclosures

Not Applicable.

PART II


Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

OceanFirst Financial Corp.’s common stock is traded on the NASDAQ Global Select Market under the symbol OCFC. As of February 21, 2023, there were 2,659 common stockholders of record.

Stock Performance Graph

The following graph shows a comparison of total stockholder return on OceanFirst Financial Corp.’s common stock, based on the market price of the Company’s common stock with the cumulative total return of companies in the NASDAQ Composite Index and the KBW Regional Banking Index for the period from December 31, 2017 through December 31, 2022. The graph may not be indicative of possible future performance of the Company’s common stock. Cumulative return assumes the reinvestment of dividends and is expressed in dollars based on an initial investment of $100.


	Period Ending
Index	12/31/17	12/31/18	12/31/19	12/31/20	12/31/21	12/31/22
OceanFirst Financial Corp.	$100.00	$87.76	$102.41	$77.72	$95.70	$94.89
NASDAQ Composite Index	100.00	97.16	132.81	192.47	235.15	158.65
KBW Regional Banking Index	100.00	82.50	102.15	93.25	127.42	118.59

For the year ended December 31, 2022 and 2021, the Company paid an annual cash dividend of $0.74 and $0.68 per share, respectively.

On June 25, 2021, the Company announced the authorization to repurchase up to an additional 5% of the Company’s outstanding common stock, or 3.0 million shares. The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2022. At December 31, 2022, there were 2,934,438 shares available for repurchase.


Item 6.			Reserved


Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

OceanFirst Financial Corp. (the “Company”) has been the holding company for OceanFirst Bank N.A. (the “Bank”) since it acquired the stock of the Bank upon the Bank’s Conversion.

The Company conducts business primarily through its ownership of the Bank, which, at December 31, 2022, operated its branch office and headquarters located in Toms River, New Jersey, its administrative office located in Red Bank, New Jersey, and an administrative office located in Mount Laurel, New Jersey. The Bank also conducts its business at 37 additional branch offices and deposit production facilities located throughout central and southern New Jersey and the greater metropolitan area of New York City and Philadelphia. The Bank also operated commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Baltimore, and Boston.

The Company’s results of operations are primarily dependent on net interest income, which is the difference between the interest income earned on the Company’s interest-earning assets, such as loans and investments, and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. The Company also generates non-interest income such as income from bankcard services, trust and asset management products and services, deposit account services, bank owned life insurance, commercial loan swap income, gain on sale of loans, securities and equity investments, title-related fees and service charges and other fees. The Company’s operating expenses primarily consist of compensation and employee benefits, occupancy, equipment, marketing, federal deposit insurance and regulatory assessments, data processing, check card processing, professional fees, and other general and administrative expenses. The Company’s results of operations are significantly affected by competition, general economic conditions including levels of unemployment and real estate values as well as changes in market interest rates, government policies, and actions of regulatory agencies.

Recent Acquisitions

The Company’s acquisitions over recent years have enhanced its position as the premier community banking franchise in central and southern New Jersey, and metropolitan areas of Philadelphia and New York City and they have grown business lines, expanded the geographic footprint and improved financial performance. The Company will continue to evaluate potential acquisition opportunities to further create stockholder value.

Strategy

The Company operates as a full-service regional community bank delivering comprehensive financial products and services, which can include commercial and consumer financing, deposit services, and wealth management products and services, throughout New Jersey and the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston. The Bank competes with larger, out-of-market financial service providers through its local and digital focus and the delivery of superior service. The Bank also competes with smaller in-market financial service providers by offering a broad array of products and services and by having an ability to extend larger credits.

The Company’s strategy has been to grow profitability while limiting exposure to credit, interest rate, and operational risks. To accomplish these objectives, the Bank has sought to: (1) grow commercial loans through the offering of commercial lending services to local businesses and through strategic expansions to adjacent markets; (2) grow core deposits (defined as all deposits excluding time deposits) through product offerings appealing to a broadened customer base; and (3) increase non-interest income by expanding the menu of fee-based products and services and investing additional resources in these product lines. The growth in these areas has occurred both organically and through acquisitions and equity investments.

The Company focuses on prudent growth to create value for stockholders, which may include opportunistic acquisitions. The Company will also continue to build additional operational infrastructure and invest in key personnel in response to growth and changing business conditions.

Growing Commercial Loans

With industry consolidation eliminating many locally-headquartered competitors, the Company fills a void for locally-delivered commercial loan and deposit services. The Bank has strategically and steadily added experienced commercial lenders in various New Jersey counties as well as teams in New York City, the greater Philadelphia area, Baltimore, and Boston. At December 31, 2022, commercial loans (which includes multi-family and commercial real estate loans, commercial construction loans, and commercial and industrial loans) represented 68.5% of the Bank’s total loans, as compared to 65.8% at December 31, 2020. Commercial loan products entail a higher degree of credit risk than residential real estate lending activity. As a result, management continues to employ a well-defined credit policy focusing on quality underwriting and close oversight and Board monitoring. See Risk Factors – Risks Related to Lending Activities – The Bank’s emphasis on commercial lending may expose the Bank to increased lending risks.

Increasing Core Deposits

The Bank seeks to increase core deposits in its primary market area by improving market penetration. The Bank has benefited from efforts to attract business deposits in conjunction with its commercial lending operations and from an expanded mix of retail core products and services. Ongoing product development and design to deepen market penetration will allow the Bank to rely on competencies in commercial lending and the retail branch network to drive core deposit growth while the Bank is marketing non-core time deposit products as a short-term funding resource. The Bank continues to invest in the overall customer experience with the Bank’s customer satisfaction and digital capabilities on par with national banks and fintechs companies.

Enhancing Non-Interest Income

Management continues to diversify the Bank’s product lines and expand related resources in order to enhance non-interest income. The Bank is focused on growth opportunities in areas such as derivative contracts, trust and asset management, digital product offerings, and equity investments in non-bank finance companies.

The Bank also offers investment products for sale through its retail branch network and a hybrid robo-advisor product offered by the Bank’s partner, Nest Egg, a registered investment adviser. Nest Egg is an investment platform that helps customers define and reach financial goals by providing access to high quality and cost-effective investments. It includes web-based tools as well as access to personal financial advisors via telephone, chat, or video. At December 31, 2022, the Company had an ownership interest of less than 20% in Nest Egg and a representative on the Board of Directors. The Company’s minority interest in Nest Egg does not require separate entity reporting.

During 2021, the Company made a minority, non-controlling equity investment of $10.0 million in Auxilior Capital Partners, Inc. (“Auxilior”), and received representation on the Auxilior Board of Directors. Auxilior was formed in 2020 as a nationwide specialty commercial equipment finance company focused on five key business verticals: construction and infrastructure, transportation and logistics, franchise finance, healthcare, and bank outsourcing. In addition to origination, underwriting, asset management, and customer service functions within each industry vertical, Auxilior can syndicate full loans as well as participations to banks, funds, and other third-party buyers of assets. On November 29, 2022, the Company invested an additional $2.8 million as part of a new round of financing by the Company and other investors.

On April 1, 2022, the Company completed its acquisition of a majority controlling interest of 60% in Trident. Trident provides commercial and residential title services throughout New Jersey, and through strategic alliances can also service clients’ title insurance needs outside of New Jersey. The acquisition is complimentary to the Company’s existing consumer and commercial lending business and provided an additional source of non-interest income to benefit the Company.

Branch Rationalization and Service Delivery

Management continued to evaluate the Bank’s branch network for consolidation opportunities. The Bank consolidated 10 branches in 2022, following the consolidation of 13 branches in 2021 and 13 branches in 2020. The Bank has consolidated 77 branch locations since 2013. The Bank also sold two branches in 2021 with deposits of $100.9 million. In addition to branch consolidations, the Bank is adapting to the industry wide trend of declining branch activity by transitioning to a universal banker staffing model, with a smaller branch staff handling sales and service transactions, as well as increasing the marketing of products that feature digital and mobile services. In certain locations, routine transactions are handled through video teller machines, an advanced technology with live team members in a remote location that perform transactions for multiple video teller machines. The Bank is also investing in multiple digital services to enhance the customer experience and improve security. At December 31, 2022, all of the branch staff were trained as certified Digital Bankers to better support customers’ use and adoption of digital services.

Capital Management

The Company conducts capital stress testing, which includes various scenarios, as one means of evaluating capital adequacy. The results of stress testing are considered in the capital planning process and strategy development. In addition to the objectives described above, the Company actively manages its capital position to ensure adequate coverage and improve return on stockholders’ equity. The Company also analyzes the need to raise additional capital in the future, through issuance of debt or equity, to meet the commitments and business needs. Over the past few years, the Company has implemented or announced six stock repurchase programs. On June 25, 2021, the Company announced the authorization to repurchase up to an additional 5% of the Company’s outstanding common stock, or 3.0 million shares. For the year ended December 31, 2022, the Company repurchased 373,223 shares of its common stock under this repurchase program and 2,934,438 shares remain available for repurchase.

Selected Financial Data

The selected consolidated financial and other data of the Company set forth below is derived in part from, and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto presented elsewhere in this Annual Report.


	At December 31,
	2022		2021		2020
	(dollars in thousands)
Selected Financial Condition Data:
Total assets	$	13,103,896	$	11,739,616	$	11,448,313
Debt securities available-for-sale, at estimated fair value	457,648		568,255		183,302
Debt securities held-to-maturity, net of allowance for securities credit losses	1,221,138		1,139,193		937,253
Equity investments	102,037		101,155		107,079
Restricted equity investments, at cost	109,278		53,195		51,705
Loans receivable, net of allowance for loan credit losses	9,868,718		8,583,352		7,704,857
Deposits	9,675,206		9,732,816		9,427,616
Federal Home Loan Bank ("FHLB") advances	1,211,166		—		—
Securities sold under agreements to repurchase with customers and other borrowings	264,500		347,910		363,925
Total stockholders’ equity	1,585,464		1,516,553		1,484,130

	For the Year Ended December 31,
	2022		2021		2020
	(dollars in thousands, except per share amounts)
Selected Operating Data:
Interest income	$	431,175	$	342,092	$	379,608
Interest expense	53,698		36,754		66,657
Net interest income	377,477		305,338		312,951
Credit loss expense (benefit)	7,768		(11,832)		59,404
Net interest income after credit loss expense (benefit)	369,709		317,170		253,547
Other income (excluding net gain on equity investments and gain on sale of Paycheck Protection Program (“PPP”) loans)	49,409		44,786		47,611
Net gain on equity investments	9,685		7,145		21,214
Gain on sale of PPP loans	—		—		5,101
Operating expenses (excluding branch consolidation expense, net, merger related expenses, and FHLB advance prepayment fees)	231,433		213,020		208,604
FHLB advance prepayment fees	—		—		14,257
Branch consolidation expense, net	713		12,337		7,623
Merger related expenses	2,735		1,503		15,947
Income before provision for income taxes	193,922		142,241		81,042
Provision for income taxes	46,565		32,165		17,733
Net income	$	147,357	$	110,076	$	63,309
Net income attributable to non-controlling interest	754		—		—
Net income attributable to OceanFirst Financial Corp.	$	146,603	$	110,076	$	63,309
Net income available to common stockholders	$	142,587	$	106,060	$	61,212
Basic earnings per share	$	2.43	$	1.79	$	1.02
Diluted earnings per share	$	2.42	$	1.78	$	1.02

(continued)


	At or for the Year Ended December 31,
	2022			2021			2020
Selected Financial Ratios and Other Data (1):
Performance Ratios:
Return on average assets (2)(3)	1.15		%	0.91		%	0.55		%

Return on average stockholders’ equity (2)(3)	9.24			7.02			4.20

Stockholders’ equity to total assets	12.10			12.92			12.96


Net interest rate spread (4)	3.20			2.80			2.96
Net interest margin (5)	3.37			2.93			3.16

Operating expenses to average assets (2)	1.90			1.94			2.20
Efficiency ratio (2)(6)	53.80			63.50			63.70
Loans-to-deposits ratio (7)	102.50			88.60			82.27
Asset Quality Ratios:
Non-performing loans as a percent of total loans receivable (7)(8)	0.23			0.30			0.60
Non-performing assets as a percent of total assets (8)	0.18			0.22			0.41
Allowance for loan credit losses as a percent of total loans receivable (7)(9)	0.57			0.57			0.78
Allowance for loan credit losses as a percent of total non-performing loans (8)(9)	244.25			191.61			129.60
Wealth Management (dollars in thousands):
Wealth assets under administration and management (“AUA/M”)	$	324,066		$	287,404		$	245,175
Nest Egg AUA/M	403,538			428,558			398,174
Per Share Data:
Cash dividends per common share	$	0.74		$	0.68		$	0.68
Dividend payout ratio per common share	30.58		%	38.20		%	66.73		%
Stockholders’ equity per common share at end of period	$	26.81		$	25.63		$	24.57


Number of full-service customer facilities:	38			47			62

(1)With the exception of end of year ratios, all ratios are based on average daily balances.

(2)Performance ratios for 2022 included a net benefit related to merger related expenses, net branch consolidation expense, and gain on equity investments of $6.2 million, or $4.6 million, net of tax expense. Performance ratios for 2021 included a net expense related to merger related expenses, net branch consolidation expenses, and a net gain on equity investments of $6.7 million, or $5.1 million, net of tax benefit. Performance ratios for 2020 included a net expense related to a net gain on equity investments, gain on sale of PPP loans, FHLB advance prepayment fees, merger related expenses, net branch consolidation expenses, and Two River Bancorp (“Two River”) and Country bank Holding Company, Inc. (“Country Bank”) opening credit loss expense under the CECL model of $14.3 million, or $11.0 million, net of tax benefit.

(3)Ratios for each period are based on net income available to common stockholders.

(4)Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)Net interest margin represents net interest income as a percentage of average interest-earning assets.

(6)Efficiency ratio represents the ratio of operating expenses to the aggregate of other income and net interest income.

(7)Total loans receivable excludes loans held-for-sale.

(8)Non-performing assets consist of non-performing loans and real estate acquired through foreclosure. Non-performing loans generally consist of all loans 90 days or more past due and other loans in the process of foreclosure. It is the Company’s policy to cease accruing interest on all such loans and to reverse previously accrued interest. Amounts and ratios reported in the prior periods have been revised to conform with the current year’s presentation.

(9)The loans acquired from prior bank acquisitions were recorded at fair value. The net unamortized credit and purchased with credit deterioration (“PCD”) marks on these loans, not reflected in the allowance for loan credit losses, was $11.4 million, $18.9 million, and $28.0 million at December 31, 2022, 2021, and 2020, respectively.

Summary

Highlights of the Company’s financial results for the year ended December 31, 2022 were as follows:

Total liabilities increased by $1.30 billion to $11.52 billion at December 31, 2022, from $10.22 billion at December 31, 2021. FHLB advances increased to $1.21 billion at December 31, 2022 from $0 at December 31, 2021 to fund liquidity needs, as deposits decreased by $57.6 million during this period from $9.73 billion to $9.68 billion.

Net income available to common stockholders for the year ended December 31, 2022 was $142.6 million, or $2.42 per diluted share, as compared to $106.1 million, or $1.78 per diluted share for the prior year. Net income available to common stockholders for the year ended December 31, 2022 included merger related expenses, net branch consolidation expenses, and a net gain on equity investments of $2.7 million, $713,000, and $9.7 million, respectively. These items increased net income for the year ended December 31, 2022 by $4.6 million, net of tax. These items increased diluted earnings per share by $0.08 for the year ended December 31, 2022. Net income for the year ended December 31, 2021 included merger related expenses, net branch consolidation expenses, and a net gain on equity investments of $1.5 million, $12.3 million, and $7.1 million, respectively. These items decreased net income for the year ended December 31, 2021 by $5.1 million, net of tax. These items reduced diluted earnings per share by $0.08 for the year ended December 31, 2021.

The Company remains well-capitalized with a stockholders’ equity to total assets ratio of 12.10% at December 31, 2022.

Critical Accounting Policies and Estimates

Note 1 Summary of Significant Accounting Policies to the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2022 contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the consolidated statements of financial condition at estimated fair value or the lower of cost or estimated fair value. Policies with respect to the methodology used to determine the allowance for credit losses is a critical accounting policy and estimate because of its importance to the presentation of the Company’s financial condition and results of operations. The critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition. The critical accounting policy and its application is reviewed periodically, and at least annually, with the Audit Committee of the Board of Directors.

On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). Allowance for credit losses in accordance with ASU 2016-13 is a critical accounting policy in the preparation of the consolidated financial statements as of and for the period ended December 31, 2022.

Allowance for Credit Losses (“ACL”)

The Company’s methodology to measure the ACL incorporates both quantitative and qualitative information to assess lifetime

expected credit losses at the portfolio segment level.

The quantitative component of the ACL involves assumptions that require a significant level of estimation; these include historical losses as a predictor of future performance, and the accuracy of macro-economic forecasts over a reasonable and supportable forecast period. The Company has elected to use an open pool method and extends its look back period each quarter to capture as many data points as possible in its historical loss rate calculation. A historical data set is expected to provide the best indication of future credit performance. Alternative loss calculation methods, such as vintage and migration methodologies, limit observable data to closed pools of loans, which excludes performance data from the historical loss rate calculation.

Macro-economic forecasts used in the quantitative analysis are provided by a leader in global forecasting. The Company uses the base case macro-economic forecast to reflect the consensus view of future economic conditions. Electing scenarios that are stronger or weaker than the base case would reduce or increase, respectively, the ACL measurement. The Company measures the accuracy of the macro-economic forecasts quarterly to identify any material deviations that would be considered for a

qualitative adjustment. The Company assumes a reasonable and supportable forecast period of 8 quarters and a reversion period of 4 quarters based on the analysis of historical U.S. business cycles.

Prepayment and forward interest rate projections are also assumptions used in the quantitative model subject to estimation. These assumptions are consistent with the assumptions employed by the Company’s Interest Rate Risk (“IRR”) model. Changes in these assumptions have varying implications to the ACL measurement. For example, faster prepayment rates would shorten the life of loans and reduce the lifetime expected credit loss, whereas slower prepayment rates would have the inverse effect.

The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Qualitative loss factors are grounded in the Company’s long-term credit losses and reflect an assumption that past behavior is a reasonable predictor of future performance. The Company considers the peak two-year net charge off rate to capture maximum potential volatility over the reasonable and supportable forecast period. Historical losses that inform the guardrails for the qualitative adjustments are anchored to 2005 and extended annually. This period is intended to represent the credit profile of the current portfolio and capture prior performance in a severe economic recession. These guardrails are updated annually to capture recent behavior that is indicative of the credit profile of the current portfolio.

Management considers subjective, objective, and unique qualitative factors at each estimation date. Subjective factors incorporate external factors, personnel, and controls, as well as portfolio composition and performances. Subjective factors include local competition; portfolio nature, volume and concentration; credit trends; lending policy, procedure and loan review; lending management and staff; regulatory changes and forecast uncertainty. Objective factors address gaps in the quantitative model, such as the limited loss history and the inherent risk of Special Mention commercial real estate loans. Unique factors will capture one-time events, such as environmental threats and model updates that are expected to impact performance over the forecast period. Unique factors are identified, assessed, and documented in the quarter they are applied. The Company incorporated unique factors in 2022 to address macro-economic uncertainty and alternative economic forecast projections.

Although management believes that it uses the best information available to establish the ACL in conformity with GAAP, future adjustments to the ACL may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. For example, at December 31, 2022, if the Company had elected a contemporaneous downside scenario where it was assumed that commercial borrowers are more adversely impacted by the velocity of interest rate change, the ACL measurement would have been approximately $2.3 million higher. Alternatively, if the Company had elected a severely adverse economic scenario consistent with the Federal Reserve’s severe recession scenario, the ACL measurement would have been approximately $11.3 million higher. These sensitivity scenarios do not represent a change in the Company’s expectations of credit performance or the economic environment but provide hypothetical results to access the sensitivity of the ACL to changes in key inputs.

Given the level of uncertainty and the material impact on the ACL measurement, all assumptions are reviewed and updated as necessary at each estimation date. Other than discussed above, there were no changes in the estimation methodology for these assumptions in 2022.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. For the years ended December 31, 2022, 2021, and 2020, interest income included net loan fees of $3.0 million, $2.5 million, and $6.0 million, respectively.

The following table sets forth certain information relating to the Company for each of the years ended December 31, 2022, 2021 and 2020. The yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown except where noted otherwise. Average balances are derived from average daily balances. The yields and costs include certain fees and costs which are considered adjustments to yields.


	For the Year Ended December 31,
	2022							2021							2020
(dollars in thousands)	Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost
Assets:
Interest-earning assets:
Interest-earning deposits and short-term investments	$	72,913		$	1,106	1.52	%	$	969,982		$	1,258	0.13	%	$	613,971		$	1,034	0.17	%
Securities (1)	1,792,598			39,683		2.21		1,517,649			25,597		1.69		1,159,764			29,353		2.53
Loans receivable, net (2)
Commercial	6,386,755			287,044		4.49		5,362,265			221,144		4.12		5,299,813			236,749		4.47
Residential real estate	2,724,398			91,432		3.36		2,309,790			79,696		3.45		2,465,740			93,120		3.78
Home equity loans and line and other consumer (“other consumer”)	256,912			11,910		4.64		298,193			14,397		4.83		390,421			19,352		4.96

Allowance for loan credit losses, net of deferred loan costs and fees	(44,446)			—		—		(48,637)			—		—		(33,343)			—		—
Loans receivable, net (2)	9,323,619			390,386		4.19		7,921,611			315,237		3.98		8,122,631			349,221		4.30
Total interest-earning assets	11,189,130			431,175		3.85		10,409,242			342,092		3.29		9,896,366			379,608		3.84
Non-interest-earning assets	1,200,725							1,260,079							1,310,474
Total assets	$	12,389,855						$	11,669,321						$	11,206,840
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Interest-bearing checking	$	4,063,716		11,344		0.28	%	$	3,878,465		13,400		0.35	%	$	3,168,889		19,395		0.61	%
Money market	764,837			2,234		0.29		769,157			1,105		0.14		677,554			2,902		0.43
Savings	1,597,648			758		0.05		1,581,472			631		0.04		1,449,982			2,505		0.17
Time deposits	1,167,499			16,685		1.43		985,328			10,074		1.02		1,531,857			23,488		1.53
Total	7,593,700			31,021		0.41		7,214,422			25,210		0.35		6,828,282			48,290		0.71
FHLB advances	389,750			10,365		2.66		—			—		—		413,290			7,018		1.70
Securities sold under agreements to repurchase with customers	101,377			159		0.16		134,939			253		0.19		125,500			562		0.45
Other borrowings	203,117			12,153		5.98		228,600			11,291		4.94		207,386			10,787		5.20
Total borrowings	694,244			22,677		3.27		363,539			11,544		3.18		746,176			18,367		2.46
Total interest-bearing liabilities	8,287,944			53,698		0.65		7,577,961			36,754		0.49		7,574,458			66,657		0.88
Non-interest-bearing deposits	2,319,657							2,429,547							2,031,100
Non-interest-bearing liabilities	239,861							151,950							144,571
Total liabilities	10,847,462							10,159,458							9,750,129
Stockholders’ equity	1,542,393							1,509,863							1,456,711
Total liabilities and equity	$	12,389,855						$	11,669,321						$	11,206,840
Net interest income				$	377,477						$	305,338						$	312,951
Net interest rate spread (3)						3.20	%						2.80	%						2.96	%
Net interest margin (4)						3.37	%						2.93	%						3.16	%
Total cost of deposits (including non-interest-bearing deposits)						0.31	%						0.26	%						0.55	%
Ratio of interest-earning assets to interest-bearing liabilities	135.00		%					137.36		%					130.65		%

(1)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.

(2)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.

(3)Net interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(4)Net interest margin represents net interest income divided by average interest-earning assets.

Rate Volume Analysis

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate); (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) the net change. There were no out-of-period amounts excluded from the following table. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.


	Year Ended December 31, 2022						Year Ended December 31, 2021
	Compared to						Compared to
	Year Ended December 31, 2021						Year Ended December 31, 2020
	Increase (Decrease) Due to						Increase (Decrease) Due to
(in thousands)	Volume		Rate		Net		Volume		Rate		Net
Interest-earning assets:
Interest-earning deposits and short-term investments	$	(2,159)	$	2,007	$	(152)	$	509	$	(285)	$	224
Securities (1)	5,220		8,866		14,086		7,576		(11,332)		(3,756)
Loans receivable, net (2)
Commercial	44,828		21,072		65,900		2,812		(18,417)		(15,605)
Residential real estate	13,877		(2,141)		11,736		(5,640)		(7,784)		(13,424)
Other consumer	(1,937)		(550)		(2,487)		(4,460)		(495)		(4,955)

Loans receivable, net (2)	56,768		18,381		75,149		(7,288)		(26,696)		(33,984)
Total interest-earning assets	59,829		29,254		89,083		797		(38,313)		(37,516)
Interest-bearing liabilities:
Interest-bearing checking	650		(2,706)		(2,056)		3,611		(9,606)		(5,995)
Money market	(6)		1,135		1,129		356		(2,153)		(1,797)
Savings	5		122		127		201		(2,075)		(1,874)
Time deposits	2,083		4,528		6,611		(6,935)		(6,479)		(13,414)
Total	2,732		3,079		5,811		(2,767)		(20,313)		(23,080)
FHLB advances	5,183		5,182		10,365		(3,509)		(3,509)		(7,018)
Securities sold under agreements to repurchase with customers	(57)		(37)		(94)		40		(349)		(309)
Other borrowings	(1,348)		2,210		862		1,063		(559)		504
Total borrowings	3,778		7,355		11,133		(2,406)		(4,417)		(6,823)
Total interest-bearing liabilities	6,510		10,434		16,944		(5,173)		(24,730)		(29,903)
Net change in net interest income	$	53,319	$	18,820	$	72,139	$	5,970	$	(13,583)	$	(7,613)

(1)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.

(2)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.

Comparison of Financial Condition at December 31, 2022 and December 31, 2021

Total assets increased by $1.36 billion to $13.10 billion at December 31, 2022, from $11.74 billion at December 31, 2021. Total loans increased by $1.30 billion to $9.92 billion at December 31, 2022, from $8.62 billion at December 31, 2021, due to strong loan originations and to a lesser extent, $171.6 million of residential loan pool purchases. Total debt securities decreased by $28.7 million at December 31, 2022, as compared to December 31, 2021, primarily due to principal repayments and maturities, and to a lesser extent, an increase in unrealized losses driven by the rising rate environment. This was partly offset by purchases in the second half of the year. Other assets increased by $74.1 million to $221.1 million at December 31, 2022 from $147.0 million at December 31, 2021, primarily due to an increase in market values associated with customer interest rate swap programs.

deposits decreased by $57.6 million during this period from $9.73 billion to $9.68 billion. Total deposits, excluding time deposits, decreased by $824.6 million to $8.13 billion at December 31, 2022, from $8.96 billion at December 31, 2021, due to the net runoff of non-interest-bearing and interest-bearing checking balances. Time deposits increased to $1.54 billion, or 15.9% of total deposits, at December 31, 2022, from $775.0 million, or 8.0% of total deposits, at December 31, 2021, primarily due to an increase in brokered time deposits. The loans-to-deposit ratio at December 31, 2022 was 102.5%, as compared to 88.6% at December 31, 2021. Other borrowings also decreased by $33.7 million to $195.4 million at December 31, 2022, from $229.1 million at December 31, 2021, primarily due to the extinguishment of $35.0 million of subordinated debt in March 2022.

Other liabilities increased by $224.1 million to $346.2 million at December 31, 2022, from $122.0 million at December 31, 2021, primarily due to an increase in the market values associated with customer interest rate swap programs and related collateral received from counterparties.

Stockholders’ equity increased to $1.59 billion at December 31, 2022, as compared to $1.52 billion at December 31, 2021. Accumulated other comprehensive loss increased by $33.2 million to $36.0 million at December 31, 2022 from $2.8 million at December 31, 2021, primarily due to unrealized losses on debt securities available-for-sale, which were adversely impacted by the rising interest rate environment. For the year ended December 31, 2022, the Company repurchased 373,223 shares totaling $7.4 million under its stock repurchase program at a weighted average cost of $19.82. There were 2,934,438 shares available for repurchase at December 31, 2022 under the existing repurchase program. Stockholders’ equity per common share increased to $26.81 at December 31, 2022, as compared to $25.63 at December 31, 2021.

Comparison of Operating Results for the Years Ended December 31, 2022 and December 31, 2021

General

Net income available to common stockholders for the year ended December 31, 2022 was $142.6 million, or $2.42 per diluted share, as compared to $106.1 million, or $1.78 per diluted share for the prior year. Net income available to common stockholders for the year ended December 31, 2022 included merger related expenses, net branch consolidation expenses, and a net gain on equity investments of $2.7 million, $713,000, and $9.7 million, respectively. These items increased net income for the year ended December 31, 2022 by $4.6 million, net of tax. Net income for the year ended December 31, 2021 included merger related expenses, net branch consolidation expenses, and a net gain on equity investments of $1.5 million, $12.3 million, and $7.1 million, respectively. These items decreased net income for the year ended December 31, 2021 by $5.1 million, net of tax.

Interest Income

Interest income for the year ended December 31, 2022 increased to $431.2 million, as compared to $342.1 million in the prior year. Average interest-earning assets increased by $779.9 million for the year ended December 31, 2022, as compared to the prior year, primarily due to loan growth and, to a lesser extent securities growth, funded by the redeployment of excess cash and increased FHLB advances. Average loans receivable, net of allowance for loan credit losses, increased by $1.40 billion for the year ended December 31, 2022, as compared to the prior year, primarily in commercial loans. The yield on average interest-earning assets increased to 3.85% for the year ended December 31, 2022, as compared to 3.29% for the prior year, primarily due to the impact of the rising rate environment on interest-earning assets.

Interest Expense

Interest expense for the year ended December 31, 2022 was $53.7 million, as compared to $36.8 million in the prior year. For the year ended December 31, 2022, the cost of average interest-bearing liabilities increased to 0.65%, from 0.49% in the prior year, as a result of higher costs associated with FHLB advances and interest-bearing deposits, including time deposits issued in an elevated rate environment in 2022. The total cost of deposits (including non-interest bearing deposits) increased to 0.31% for the year ended December 31, 2022, as compared to 0.26% for the prior year.

Net Interest Income and Margin

Net interest income for the year ended December 31, 2022 increased to $377.5 million, as compared to $305.3 million for the prior year, reflecting an increase in average interest-earning assets and net interest margin. Net interest margin increased to 3.37% for the year ended December 31, 2022, from 2.93% for the prior year. The net interest margin expansion was enhanced by the impact of the rising rate environment on interest-earning assets and the redeployment of excess cash into loans, partly offset by an increased cost of funds and the growth of interest-bearing liabilities.

Credit Loss Expense (Benefit)

Credit loss expense for the year ended December 31, 2022 was $7.8 million, as compared to credit loss benefit of $11.8 million for the prior year. The credit loss expense for the year ended December 31, 2022 was primarily influenced by loan growth, slowing prepayment assumptions, and increasingly uncertain macro-economic forecasts due to persistent inflation, interest rate increases, and global economic headwinds, partly offset by positive trends in the Company’s criticized and classified assets. Net loan recoveries were $340,000 for the year ended December 31, 2022, as compared to $461,000 in the prior year. Non-performing loans totaled $23.3 million at December 31, 2022, as compared to $25.5 million at December 31, 2021. The decrease was primarily due to loans that were paid off and partly due to loans that returned to accrual status.

Non-interest Income

Other income for the year ended December 31, 2022 increased to $59.1 million, as compared to $51.9 million for the prior year. The increase was driven by the impact of Trident, which added $10.4 million primarily related to title-related fees and service charges; an increase in commercial loan swap income of $3.0 million; and an increase in net gain on equity investments of $2.5 million. Net gains on equity investments in the current year included a $17.5 million unrealized gain on the Auxilior investment. These increases were partly offset by decreases in bankcard services of $4.1 million, primarily as a result of the Durbin amendment, net gain on sale of loans of $2.8 million, fees and service charges (excluding Trident) of $814,000, and Paycheck Protection Program loan origination referral fees of $800,000 recognized in the prior year.

Non-interest Expense

Operating expenses for the year ended December 31, 2022 increased to $234.9 million, as compared to $226.9 million in the prior year. Operating expenses for the year ended December 31, 2022 and 2021 included $3.4 million and $13.8 million, respectively, of merger related and net branch consolidation expenses. The remaining increase of $18.4 million in operating expenses for the year ended December 31, 2022, as compared to the prior year, was partly due to the impact of Trident, which added $8.5 million of expenses. Other increases included compensation and benefits expense of $6.6 million, primarily related to higher compensation and incentive costs, professional fees of $1.9 million, data processing expense of $1.5 million, and federal deposit insurance and regulatory assessments of $1.2 million, partly offset by a decrease in amortization of core deposit intangible of $734,000.

Income Tax Expense

The provision for income taxes for the year ended December 31, 2022 was $46.6 million, as compared to $32.2 million for the prior year, primarily reflecting the increase in income before provision for income taxes. The effective tax rate was 24.0% for the year ended December 31, 2022, as compared to 22.6% for the prior year.

Comparison of Operating Results for the Years Ended December 31, 2021 and December 31, 2020

Refer to the Company’s 2021 Form 10-K on pages 48-49.

Liquidity and Capital Resources

The primary sources of liquidity specifically available to OceanFirst Financial Corp. are dividends from the Bank, proceeds from sale of investments, the issuance of preferred and common stock, and debt. For the year ended December 31, 2022, the holding company received dividend payments of $73.0 million primarily from the Bank. At December 31, 2022, OceanFirst Financial Corp. held $43.5 million in cash.

The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, FHLB advances, other borrowings, and proceeds from the sale of loans and investments. While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment sales are greatly influenced by interest rates, economic conditions, and competition. The Bank has other sources of liquidity if a need for additional funds arises, including various lines of credit at multiple financial institutions and access to the Federal Reserve Bank discount window.

At December 31, 2022 the Bank had $1.21 billion of term advances and no overnight borrowings from the FHLB, as compared to $0 at December 31, 2021. The Bank regularly utilizes overnight and short-term borrowings to fund short-term liquidity needs.

The Company’s cash needs for the year ended December 31, 2022 were primarily satisfied by the net proceeds from FHLB advances, principal repayments on debt securities and loans, and proceeds from maturities and calls of debt maturities. The cash was principally utilized for loan originations, purchases of residential loan pools, purchases of debt securities, dividend payments, and redemption of subordinate debt. The Company’s cash needs for the year ended December 31, 2021 were primarily satisfied by the increase in deposits, principal repayments on debt securities held-to-maturity, and proceeds from maturities and calls of debt securities. The cash was principally utilized for purchases of debt and equity securities, purchases of residential loan pools, loan originations, and payment for sale of branches.

In the normal course of business, the Bank routinely enters into various off-balance-sheet commitments, primarily relating to the origination and sale of loans. At December 31, 2022, outstanding commitments to originate loans totaled $166.1 million and outstanding undrawn lines of credit totaled $1.78 billion, of which $1.37 billion were commitments to commercial and commercial construction borrowers and $410.9 million were commitments to consumer borrowers and residential construction borrowers. Commitments to fund undrawn lines of credit and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the existing contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company’s exposure to credit risk is represented by the contractual amount of the instruments. These commitments are further discussed in Note 13 Commitments, Contingencies and Concentrations of Credit Risk, to the Consolidated Financial Statements.

Time deposits scheduled to mature in one year or less totaled $1.04 billion at December 31, 2022.

At December 31, 2022, the Company also had various contractual obligations, which included debt obligations of $1.48 billion, including finance lease obligations of $1.9 million and an additional $20.1 million in operating lease obligations included in other liabilities, and purchase obligations of $111.2 million. Refer to Note 9 Borrowed Funds and Note 17 Leases to the Consolidated Financial Statements for further discussion of debt obligations and lease obligations, respectively. Purchase obligations represent legally binding and enforceable agreements to purchase goods and services from third parties and consist primarily of contractual obligations under data processing servicing agreements. Actual amounts expended vary based on transaction volumes, number of users, and other factors. The Company expects to have sufficient funds available to meet current commitments in the normal course of business.

The Company has a detailed contingency funding plan and obtains comprehensive reporting of funding trends on a monthly and quarterly basis which are reviewed by management. Management also monitors cash on a daily basis to determine the liquidity needs of the Company and the Bank. Additionally, management performs multiple liquidity stress test scenarios on a quarterly basis. The Company and Bank continue to maintain adequate liquidity under all stress scenarios.

Under the Company’s stock repurchase program, shares of OceanFirst Financial Corp. common stock may be purchased in the open market and through other privately-negotiated transactions, from time-to-time, depending on market conditions. The repurchased shares are held as treasury stock for general corporate purposes. For the year ended December 31, 2022, the Company repurchased 373,223 shares of its common stock at a total cost of $7.4 million. For the year ended December 31, 2021, the Company repurchased 1,711,484 shares of its common stock at a total cost of $36.1 million. At December 31, 2022, there were 2,934,438 shares available to be repurchased under the authorized stock repurchase program.

Cash dividends on common stock declared and paid during the year ended December 31, 2022 were $43.5 million, as compared to $40.5 million for the prior year. The increase in dividends was a result of an increase in the dividend rate from $0.17 to $0.20 per common share. On January 19, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per common share. The dividend was paid on February 17, 2023 to common stockholders of record at the close of business on February 6, 2023.

Cash dividends on preferred stock declared and paid during the years ended December 31, 2022 and 2021 were $4.0 million for both periods. The Company’s Board of Directors also declared a quarterly cash dividend of $0.4375 per depositary share, representing 1/40th interest in the Series A Preferred Stock, paid on February 15, 2023 to preferred stockholders of record on January 31, 2023.

The Company’s ability to continue to pay dividends remains dependent upon capital distributions from the Bank, which may be adversely affected by capital restraints imposed by applicable regulations. The Company cannot predict whether the Bank will be permitted under applicable regulations to pay a dividend to the Company. If applicable regulations or regulatory bodies prevent the Bank from paying a dividend to the Company, the Company may not have the liquidity necessary to pay a dividend in the future or pay a dividend at the same rate as historically paid or be able to meet current debt obligations. Additionally,

regulations of the Federal Reserve may prevent the Company from either paying or increasing the cash dividend to common stockholders.

The Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action Regulations. See Regulation and Supervision—Bank Regulation – Capital Requirements.

At December 31, 2022, the Company maintained stockholders’ equity to total assets ratio of 12.10%.

Impact of New Accounting Pronouncements

Accounting Pronouncements Adopted in 2022

In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes” as part of an initiative to reduce complexity in accounting standards for income taxes. The amendments also improve consistent application of and simplify generally accepted accounting principles for other areas of Topic 740 by clarifying and amending existing guidance. This update was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In December 2022, Financial Accounting Standards Board issued ASU 2022-06, “Deferral of the Sunset Date of Topic 848”, which was effective upon issuance. The amendments in this ASU defer the sunset date of Topic 848 (Reference Rate Reform) from December 31, 2022 to December 31, 2024. Topic 848, originally issued in 2020 and later amended in 2021, provides optional accounting expedients and exceptions for certain loan agreements, derivatives and other transactions affected by the transition away from LIBOR towards alternative reference rates. As of December 31, 2021, the Company adopted certain of these practical expedients in Topic 848 and will continue to apply prospectively until December 31, 2024. The Company does not expect this update to have a material impact on its financial statements.

The Company has exposure to LIBOR-based products within its lending and corporate treasury functions. As of December 31, 2021, the Company ceased issuing LIBOR-based products and has transitioned to alternative reference rates, including, but not limited to, SOFR, and Prime (collectively with other indices, “Alternative Rates”).

To prepare for the transition to the Alternative Rates, management formed a cross-functional project team to address the LIBOR transition. The project team performed an assessment to identify the potential risks related to the transition from LIBOR to the Alternative Rates. The project team provides updates to executive leadership and the Board.

The Company’s LIBOR transition plan is organized around key work streams, including continued engagement with regulators, industry working groups, counterparties, and clients; comprehensive review of legacy documentation, internal operational and technological readiness; and risk management, among other things.

For the tenors of U.S. dollar LIBOR utilized by the Company, the administrator of LIBOR has extended publication until June 30, 2023. The Company has developed a transition plan for existing LIBOR-based products that are not expected to mature or settle prior to the cessation date. Contract language for existing loans, securities, derivatives, and borrowings is under review and certain contracts will need updated provisions for the transition. Other contracts will automatically convert to an Alternative Rate with no action required. The Company has plans for impacted lines of business to remediate these contracts, train impacted functions, and provide timely notice to clients and counterparties. The Company has approximately $1.2 billion of loans that reference LIBOR, a majority of which have related swaps that also reference LIBOR. In addition, the Company has approximately $250 million of securities, and has issued approximately $80 million of other borrowings that reference LIBOR. The Company expects them all to be converted to the Alternative Rates before LIBOR cessation except for certain contracts, such as a loan in bankruptcy or workout, and may be unable to completely remove exposure to LIBOR prior to the cessation date.

Current fallback language used for recent, renewed, and modified contracts is generally consistent with ARRC recommendations and includes use of “hardwired fallback” language, where appropriate. The Company continues to manage the impact of these contracts and other financial instruments, systems implications, hedging strategies, and related operational and market risks on established project plans for business and operational readiness for the transition.

Recent Accounting Pronouncements Not Yet Adopted

In June 2022, FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, this update introduces new disclosure requirements to provide information about the contractual sales restriction including the nature and remaining duration of the restriction. This update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2023. Early adoption is permitted. The Company does not expect this standard to have a material impact to the consolidated financial statements.

In March 2022, FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures”. The amendments in this ASU were issued to (1) eliminate accounting guidance for troubled debt restructurings (“TDRs”) by creditors, while enhancing disclosure requirements for loan refinancings and restructurings when a borrower is experiencing financial difficulty; (2) require disclosures of current period gross write-offs by year of origination for financing receivables and net investments in leases. For entities that have adopted the amendments in ASU 2016-13, Measurement of Credit Losses on Financial Instruments, this update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2022. Early adoption is permitted. The amendments in this ASU should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, where there is an option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. The Company plans to adopt this standard on January 1, 2023. The adoption of this update will not have a material impact on the Company’s consolidated financial statements.

In March 2022, FASB issued ASU 2022-01 “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”, which made targeted improvements to the optional hedge accounting model with the objective of improving hedge accounting to better portray the economic results of an entity’s risk management activities in its financial statements. This update will be effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2022. Early adoption is permitted for any entity that has adopted the amendments in ASU 2017-12 for the corresponding period. The Company does not expect this standard to have a material impact to the consolidated financial statements.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with U.S. GAAP, which require the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Unlike industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services.


Item 7A.			Quantitative and Qualitative Disclosures About Market Risk

Management of Interest Rate Risk (“IRR”)

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from the IRR inherent in its lending, investment, deposit-taking, and funding activities. The Company’s profitability is affected by fluctuations in interest rates. Changes in interest rates may negatively or positively impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. To that end, management actively monitors and manages IRR. The extent of the movement of interest rates, higher or lower, is an uncertainty that could have a substantial impact on the earnings of the Company.

The principal objectives of the IRR management function are to evaluate the IRR inherent in the Company’s business; determine the level of risk appropriate given the Company’s business focus, operating environment, capital, and liquidity requirements and performance objectives; and manage the risk consistent with Board approved guidelines. The Company’s Board has established an Asset Liability Committee (“ALCO”) consisting of members of management, responsible for reviewing asset liability policies and the IRR position. ALCO meets regularly and reports the Company’s IRR position and trends to the Board on a regular basis.

The Company utilizes a number of strategies to manage IRR including, but not limited to: (1) managing the origination, purchase, sale, and retention of various types of loans with differing IRR profiles; (2) attempting to reduce the overall interest

rate sensitivity of liabilities by emphasizing core and longer-term deposits; (3) selectively purchasing interest rate swaps and caps converting the rates for customer loans to manage individual loans and the Bank’s overall IRR profile; (4) managing the investment portfolio IRR profile; (5) managing the maturities and rate structures of borrowings; and (6) purchasing interest rate swaps to manage overall balance sheet interest rate risk.

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive.” Interest rate sensitivity is monitored through the use of an IRR model, which measures the change in the institution’s economic value of equity (“EVE”) and net interest income under various interest rate scenarios. EVE is the difference between the net present value of assets, liabilities and off-balance-sheet contracts. The EVE ratio, in any interest rate scenario, is defined as the EVE in that scenario divided by the fair value of assets in the same scenario. Interest rate sensitivity is monitored by management through the use of a model which measures IRR by modeling the change in EVE and net interest income over a range of interest rate scenarios.

The following table sets forth the Company’s EVE and net interest income projections as of December 31, 2022 and 2021 (dollars in thousands).


	December 31, 2022										December 31, 2021
Change in Interest Rates in Basis Points	Economic Value of Equity						Net Interest Income				Economic Value of Equity						Net Interest Income
(Rate Shock)	Amount		% Change		EVE Ratio		Amount		% Change		Amount		% Change		EVE Ratio		Amount		% Change

200	$	1,574,239	(8.5)	%	13.7	%	$	440,916	1.2	%	$	1,738,602	19.1	%	15.6	%	$	336,816	7.1	%
100	1,646,301		(4.3)		13.9		438,280		0.6		1,621,984		11.1		14.2		325,960		3.7
Static	1,719,619		—		14.1		435,492		—		1,459,706		—		12.5		314,395		—
(100)	1,762,678		2.5		14.0		428,519		(1.6)		1,230,947		(15.7)		10.3		299,994		(4.6)

The change in interest rate sensitivity was impacted by the deployment of cash into loans and securities, an increase in term borrowings, a slowdown in loan and securities prepayment speeds, use of increased derivatives, and a significant increase in market interest rates.

Certain shortcomings are inherent in the methodology used in the EVE and net interest income IRR measurements. The model requires the making of certain assumptions which may tend to oversimplify the manner in which actual yields and costs respond to changes in market interest rates. First, the model assumes that the composition of the Company’s interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured. Second, the model assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Third, the model does not take into account the Company’s business or strategic plans or any steps it may take to respond to changes in rates. Fourth, prepayment, rate sensitivity, and average life assumptions can have a significant impact on the IRR model results. Lastly, the model utilizes data derived from historical performance. Accordingly, although the above measurements provide an indication of the Company’s IRR exposure at a particular point in time, such measurements are not intended to provide a precise forecast of the effect of changes in market interest rates, given the unique nature of the post-pandemic interest rate environment and the speed with which interest rates have been changing, the projections noted above on the Company’s EVE and net interest income and can be expected to significantly differ from actual results.


Item 8.			Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of OceanFirst Financial Corp.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial condition of OceanFirst Financial Corp. and subsidiaries (the "Company") as of December 31, 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows, for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for loan credit losses - Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The allowance for loan credit losses (“ACL”) is management's estimate of credit losses currently expected over the life of the loan portfolio, or the amount of amortized cost basis not expected to be collected, at the balance sheet date.

The Company’s methodology to measure the ACL incorporates both quantitative and qualitative information to assess lifetime expected credit losses at the portfolio segment level. The quantitative component includes the calculation of loss rates using an open pool method. Under this method, the Company calculates a loss rate based on historical loan level loss experience for portfolio segments with similar risk characteristics. The historical loss rate is adjusted for select macroeconomic variables that consider both historical trends as well as forecasted trends for a single economic scenario. The adjusted loss rate is calculated for an eight-quarter forecast period then reverts to the historical loss rate on a straight-line basis over four quarters. The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments will not be made for information that has already been considered and included in the quantitative allowance.

Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

We identified the ACL as a critical audit matter because of the complexity of the Company’s model and the significant assumptions used by management. Auditing the ACL required a high degree of auditor judgment and an increased extent of effort, including the need to involve credit specialists when performing audit procedures to evaluate the reasonableness of management’s model and assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to qualitative adjustments within the ACL included the following, among others:

•We tested the design and operating effectiveness of management’s controls covering the key data, assumptions and judgments impacting the ACL.

•We evaluated the appropriateness of the Company’s accounting policies and methodologies, involved in determining the ACL.

•We involved credit specialists to assist us in evaluating the Company’s development of the CECL model, including the reasonableness of the models and the selection of and calibration to economic factors.

•We assessed the reasonableness of the Company’s qualitative methodology, tested key calculations utilized within the qualitative estimate and agreed underlying data within the calculation to source documents.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

February 24, 2023

We have served as the Company’s auditor since 2022.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of OceanFirst Financial Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited the internal control over financial reporting of OceanFirst Financial Corp. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania

February 24, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

OceanFirst Financial Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial condition of OceanFirst Financial Corp. and subsidiaries (the Company) as of December 31, 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 1989 to 2022.

Short Hills, New Jersey

February 25, 2022

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except per share amounts)


	December 31, 2022		December 31, 2021
Assets
Cash and due from banks	$	167,946	$	204,949
Debt securities available-for-sale, at estimated fair value (encumbered $239,953 at December 31, 2022 and $293,968 at December 31, 2021)	457,648		568,255
Debt securities held-to-maturity, net of allowance for securities credit losses of $1,128 at December 31, 2022 and $1,467 at December 31, 2021 (estimated fair value of $1,110,041 at December 31, 2022 and $1,152,744 at December 31, 2021) (encumbered $778,268 at December 31, 2022 and $756,706 at December 31, 2021)	1,221,138		1,139,193
Equity investments (encumbered of $40,122 at December 31, 2021)	102,037		101,155
Restricted equity investments, at cost	109,278		53,195
Loans receivable, net of allowance for loan credit losses of $56,824 at December 31, 2022 and $48,850 at December 31, 2021	9,868,718		8,583,352
Loans held-for-sale	690		—
Interest and dividends receivable	44,704		32,606
Other real estate owned	—		106
Premises and equipment, net	126,705		125,828

Bank owned life insurance	261,603		259,207

Assets held for sale	2,719		6,229
Goodwill	506,146		500,319
Core deposit intangible	13,497		18,215
Other assets	221,067		147,007
Total assets	$	13,103,896	$	11,739,616
Liabilities and Stockholders’ Equity
Deposits	$	9,675,206	$	9,732,816
Federal Home Loan Bank ("FHLB") advances	1,211,166		—
Securities sold under agreements to repurchase with customers	69,097		118,769
Other borrowings	195,403		229,141
Advances by borrowers for taxes and insurance	21,405		20,305
Other liabilities	346,155		122,032
Total liabilities	11,518,432		10,223,063
Stockholders’ equity:
Preferred stock, $0.01 par value, $1,000 liquidation preference, 5,000,000 shares authorized, 57,370 shares issued at both December 31, 2022 and December 31, 2021	1		1
Common stock, $0.01 par value, 150,000,000 shares authorized, 61,877,686 and 61,535,381 shares issued at December 31, 2022 and December 31, 2021, respectively; and 59,144,128 and 59,175,046 shares outstanding at December 31, 2022 and December 31, 2021, respectively	612		611
Additional paid-in capital	1,154,821		1,146,781
Retained earnings	540,507		442,306
Accumulated other comprehensive loss	(35,982)		(2,821)
Less: Unallocated common stock held by Employee Stock Ownership Plan ("ESOP")	(6,191)		(8,615)
Treasury stock, 2,733,558 and 2,360,335 shares at December 31, 2022 and December 31, 2021, respectively	(69,106)		(61,710)


OceanFirst Financial Corp. stockholders’ equity	1,584,662		1,516,553
Non-controlling interest	802		—
Total stockholders’ equity	1,585,464		1,516,553
Total liabilities and stockholders’ equity	$	13,103,896	$	11,739,616

See accompanying Notes to Consolidated Financial Statements.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amount)


	For the Year Ended December 31,
	2022		2021		2020
Interest income:
Loans	$	390,386	$	315,237	$	349,221
Debt securities	34,407		22,033		24,116
Equity investments and other	6,382		4,822		6,271
Total interest income	431,175		342,092		379,608
Interest expense:
Deposits	31,021		25,210		48,290
Borrowed funds	22,677		11,544		18,367
Total interest expense	53,698		36,754		66,657
Net interest income	377,477		305,338		312,951
Credit loss expense (benefit)	7,768		(11,832)		59,404
Net interest income after credit loss expense (benefit)	369,709		317,170		253,547
Other income:
Bankcard services revenue	9,219		13,360		11,417
Trust and asset management revenue	2,386		2,336		2,052
Fees and service charges	22,802		13,833		15,808


Net gain on sales of loans	358		3,186		8,278
Net gain on equity investments	9,685		7,145		21,214
Net gain (loss) from other real estate operations	48		(15)		35
Income from bank owned life insurance	6,578		6,832		6,424
Commercial loan swap income	7,065		4,095		8,080
Other	953		1,159		618
Total other income	59,094		51,931		73,926
Operating expenses:
Compensation and employee benefits	131,915		120,014		114,155
Occupancy	20,817		20,481		20,782
Equipment	4,987		5,443		7,769
Marketing	2,947		2,169		3,117
Federal deposit insurance and regulatory assessments	7,359		6,155		4,871
Data processing	23,095		21,570		17,467
Check card processing	4,971		5,182		5,458
Professional fees	12,993		11,043		12,247
FHLB advance prepayment fees	—		—		14,257
Amortization of core deposit intangible	4,718		5,453		6,186
Branch consolidation expense, net	713		12,337		7,623
Merger related expenses	2,735		1,503		15,947
Other operating expense	17,631		15,510		16,552
Total operating expenses	234,881		226,860		246,431
Income before provision for income taxes	193,922		142,241		81,042
Provision for income taxes	46,565		32,165		17,733
Net income	147,357		110,076		63,309
Net income attributable to non-controlling interest	754		—		—
Net income attributable to OceanFirst Financial Corp.	146,603		110,076		63,309
Dividends on preferred shares	4,016		4,016		2,097
Net income available to common stockholders	$	142,587	$	106,060	$	61,212
Basic earnings per share	$	2.43	$	1.79	$	1.02
Diluted earnings per share	$	2.42	$	1.78	$	1.02
Average basic shares outstanding	58,730		59,406		59,919
Average diluted shares outstanding	58,878		59,649		60,072

See accompanying Notes to Consolidated Financial Statements.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Net income	$	147,357	$	110,076	$	63,309
Other comprehensive (loss) income:
Unrealized (loss) gain on debt securities (net of tax benefit of $10,629 and $1,142 in 2022 and 2021, respectively, and tax expense of $411 in and 2020)	(33,402)		(3,837)		1,039
Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $242, $272 and $310 in 2022, 2021, and 2020, respectively)	348		395		446
Unrealized loss on derivative hedges (net of tax benefit of $8 in 2022)	(25)		—		—
Reclassification adjustment on debt securities for (gains) loss included in net income (net of tax benefit of $26 in 2022 and tax expense of $101 in 2020)	(82)		—		344
Total other comprehensive (loss) income, net of tax	(33,161)		(3,442)		1,829
Total comprehensive income	114,196		106,634		65,138
Less: comprehensive income attributable to non-controlling interest	754		—		—
Total comprehensive income attributable to OceanFirst Financial Corp.	113,442		106,634		65,138
Less: Dividends on preferred shares	4,016		4,016		2,097
Total comprehensive income available to common stockholders	$	109,426	$	102,618	$	63,041

See accompanying Notes to Consolidated Financial Statements.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

For the Years Ended December 31, 2022, 2021 and 2020


	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Gain		Employee Stock Ownership Plan		Treasury Stock		Non-Controlling Interest		Total
Balance at December 31, 2019	$	—	$	519	$	840,691	$	358,668	$	(1,208)	$	(8,648)	$	(36,903)	$	—	$	1,153,119
Net income	—		—		—		63,309		—		—		—		—		63,309
Other comprehensive income, net of tax	—		—		—		—		1,829		—		—		—		1,829
Stock compensation	—		2		4,256		—		—		—		—		—		4,258
Effect of adopting ASU No. 2016-13	—		—		—		(4)		—		—		—		—		(4)


Allocation of ESOP stock	—		—		(80)		—		—		1,215		—		—		1,135
Cash dividend – $0.68 per share	—		—		—		(40,820)		—		—		—		—		(40,820)
Exercise of stock options	—		2		2,027		(788)		—		—		—		—		1,241


Repurchase 648,851 shares of common stock	—		—		—		—		—		—		(14,814)				(14,814)
Proceeds from preferred stock issuance, net of costs	1		—		55,528		—		—		—		—		—		55,529
Preferred stock dividend	—		—		—		(2,097)		—		—		—		—		(2,097)
Acquisition of Two River Bancorp (“Two River”)	—		42		122,501		—		—		—		26,066		—		148,609
Acquisition of Country Bank Holding Company, Inc. (“Country Bank”)	—		44		112,792		—		—		—		—		—		112,836
Balance at December 31, 2020	1		609		1,137,715		378,268		621		(7,433)		(25,651)		—		1,484,130
Net income	—		—		—		110,076		—		—		—		—		110,076
Other comprehensive loss, net of tax	—		—		—		—		(3,442)		—		—		—		(3,442)
Stock compensation	—		—		5,415		—		—		—		—		—		5,415


Acquisition of common stock by ESOP	—		—		—		—		—		(3,200)		—		—		(3,200)
Allocation of ESOP stock	—		—		179		—		—		2,018		—		—		2,197
Cash dividend – $0.68 per share	—		—		—		(40,494)		—		—		—		—		(40,494)
Exercise of stock options	—		2		3,472		(1,528)		—		—		—		—		1,946


Repurchase 1,711,484 shares of common stock	—		—		—		—		—		—		(36,059)		—		(36,059)

Preferred stock dividend	—		—		—		(4,016)		—		—		—		—		(4,016)


Balance at December 31, 2021	1		611		1,146,781		442,306		(2,821)		(8,615)		(61,710)		—		1,516,553
Net income	—		—		—		146,603		—		—		—		754		147,357
Other comprehensive loss, net of tax	—		—		—		—		(33,161)		—		—		—		(33,161)
Stock compensation	—		—		6,638		—		—		—		—		—		6,638




Allocation of ESOP stock	—		—		82		—		—		2,424		—		—		2,506
Cash dividend – $0.74 per share	—		—		—		(43,495)		—		—		—		—		(43,495)
Exercise of stock options	—		1		1,320		(897)		—		—		—		—		424


Repurchase 373,223 shares of common stock	—		—		—		—		—		—		(7,396)		—		(7,396)

Preferred stock dividend	—		—		—		(4,016)		—		—		—		—		(4,016)
Acquisition of Trident Abstract Title Agency, LLC (“Trident”)	—		—		—		—		—		—		—		836		836
Distribution to non-controlling interest	—		—		—		6		—		—		—		(788)		(782)
Balance at December 31, 2022	$	1	$	612	$	1,154,821	$	540,507	$	(35,982)	$	(6,191)	$	(69,106)	$	802	$	1,585,464

See accompanying Notes to Consolidated Financial Statements.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net income	$	147,357	$	110,076	$	63,309
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment	11,683		9,357		8,453
Allocation of ESOP stock	2,506		2,197		1,135
Stock compensation	6,638		5,415		4,258

Net excess tax expense on stock compensation	216		93		123
Amortization of core deposit intangible	4,718		5,453		6,186
Net accretion of purchase accounting adjustments	(9,752)		(14,484)		(21,557)
Amortization of servicing asset	77		72		93
Net premium amortization in excess of discount accretion on securities	7,164		8,466		2,997
Net amortization of deferred costs on borrowings	548		824		553
Net amortization of deferred costs and discounts on loans	1,129		1,242		4,872
Credit loss expense (benefit)	7,768		(11,832)		59,404
Deferred tax provision (benefit)	1,777		3,608		(4,615)
Net gain on sale and write-down of other real estate owned	(54)		—		(390)
Net write-down of fixed assets held-for-sale to net realizable value	1,482		7,787		3,853
Net gain on sale of fixed assets	(38)		—		(6)
Net gain on equity investments	(9,685)		(7,145)		(21,214)
Net gain on sales of loans	(358)		(3,186)		(8,278)



Proceeds from sales of residential loans held for sale	12,616		102,648		171,263
Residential loans originated for sale	(13,158)		(53,938)		(213,428)
Increase in value of bank owned life insurance	(6,578)		(6,832)		(6,424)
Net gain on sale of assets held for sale	(1,959)		(318)		(21)
(Increase) decrease in interest and dividends receivable	(12,098)		2,663		(9,434)
(Increase) decrease in other assets	(80,233)		33,093		17,030
Increase (decrease) in other liabilities	178,684		(35,287)		74,494
Total adjustments	103,093		49,896		69,347
Net cash provided by operating activities	250,450		159,972		132,656
Cash flows from investing activities:
Net increase in loans receivable	(1,126,997)		(556,449)		(428,444)
Purchases of loans receivable	(171,623)		(301,954)		—
Premiums paid on purchased loan pools	(866)		(8,874)		—
Proceeds from sale of loans	13,388		825		449,462
Purchase of debt securities available-for-sale	(69,493)		(510,070)		(77,519)
Purchase of debt securities held-to-maturity	(249,751)		(447,447)		(224,073)
Purchase of equity investments	(9,366)		(86,462)		(96,519)
Proceeds from maturities and calls of debt securities available-for-sale	104,449		103,720		43,503
Proceeds from maturities and calls of debt securities held-to-maturity	30,241		38,042		53,959
Proceeds from sales of debt securities available-for-sale	30,257		3,000		10,598
Proceeds from sales of debt securities held-to-maturity	—		—		12,450
Proceeds from sales of equity investments	19,234		98,777		16,978
Principal repayments on debt securities available-for-sale	—		—		306
Principal repayments on debt securities held-to-maturity	135,417		215,734		186,687
Proceeds from bank owned life insurance	4,182		12,878		1,022

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Cash flows from investing activities (continued):
Proceeds from the redemption of restricted equity investments	234,627		2,200		78,190
Purchases of restricted equity investments	(290,710)		(3,267)		(59,525)
Proceeds from sales of other real estate owned	160		—		855
Proceeds from sales of assets held-for-sale	8,130		3,544		1,169
Purchases of premises and equipment	(16,107)		(42,039)		(14,728)
Purchases of operating lease equipment	(4,789)		—		—

Cash consideration received for acquisition	38,609		—		23,460
Net cash used in investing activities	(1,321,008)		(1,477,842)		(22,169)
Cash flows from financing activities:
Net (decrease) increase in deposits	(56,963)		407,569		1,507,943
Net payment for sale of branches	—		(86,282)		—
Decrease in short-term borrowings	(49,672)		(9,685)		(226,018)
Net proceeds from FHLB advances	1,211,166		—		525,000
Repayments of FHLB advances	—		—		(840,200)
Net proceeds from issuance of subordinated notes	—		—		122,180
Proceeds from Federal Reserve Bank advances	—		—		53,778
Repayments from Federal Reserve Bank advances	—		—		(53,778)
Repayments of other borrowings	(35,104)		(7,612)		(8,109)
Increase (decrease) in advances by borrowers for taxes and insurance	1,100		3,009		(2,803)
Exercise of stock options	424		1,946		1,241
Payment of employee taxes withheld from stock awards	(1,502)		(1,183)		(2,084)
Purchase of treasury stock	(7,396)		(36,059)		(14,814)
Net proceeds from the issuance of preferred stock	—		—		55,529
Acquisition of common stock by ESOP	—		(3,200)		—
Dividends paid	(47,511)		(44,510)		(42,917)
Distributions to non-controlling interest	(782)		—		—
Net cash provided by financing activities	1,013,760		223,993		1,074,948
Net (decrease) increase in cash and due from banks and restricted cash	(56,798)		(1,093,877)		1,185,435
Cash and due from banks and restricted cash at beginning of year	224,784		1,318,661		133,226
Cash and due from banks and restricted cash at end of year	$	167,986	$	224,784	$	1,318,661
Supplemental disclosure of cash flow information:
Cash and due from banks at beginning of year	$	204,949	$	1,272,134	$	120,544
Restricted cash at beginning of year	19,835		46,527		12,682
Cash and due from banks and restricted cash at beginning of year	$	224,784	$	1,318,661	$	133,226
Cash and due from banks at end of year	$	167,946	$	204,949	$	1,272,134
Restricted cash at end of year	40		19,835		46,527
Cash and due from banks and restricted cash at end of year	$	167,986	$	224,784	$	1,318,661
Cash paid during the year for:
Interest	$	49,700	$	37,381	$	66,454
Income taxes	25,383		50,524		5,742
Non-cash activities:
Accretion of unrealized loss on securities reclassified to held-to-maturity	590		667		756
Net loan (recoveries) charge-offs	(340)		(442)		18,859
Transfer of premises and equipment to assets held-for-sale	2,776		4,035		3,953
Transfer of debt securities from available-for-sale to held-to-maturity	—		12,721		—
Transfer of loans receivable to other real estate owned	—		—		106
Transfer of loans receivable to loans held-for-sale	13,178		—		444,543

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Supplemental disclosure of cash flow information (continued):
Acquisition:
Non-cash assets acquired:
Securities	$	—	$	—	$	208,880
Restricted equity investments	—		—		5,334
Loans	—		—		1,558,480
Other current assets	238		—		—
Premises and equipment	18		—		9,744
Right of use ("ROU") asset	779		—		—

Accrued interest receivable	—		—		4,161
Bank owned life insurance	—		—		22,440
Deferred tax asset	—		—		41
Other assets	81		—		10,073
Goodwill and other intangible assets, net	5,827		—		139,501
Total non-cash assets acquired	$	6,943	$	—	$	1,958,654
Liabilities assumed:
Deposits	$	—	$	—	$	1,594,403
Borrowings	—		—		92,618
Lease liability	779		—		—
Other liabilities	43,937		—		33,648

Total liabilities assumed	$	44,716	$	—	$	1,720,669

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of OceanFirst Financial Corp. (the “Company”) and its wholly-owned subsidiaries, OceanFirst Bank N.A. (the “Bank”) and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, and Country Property Holdings, Inc.; and a majority controlling interest in Trident Abstract Title Agency, LLC. Certain other subsidiaries were dissolved in 2022 and 2020 and are included in the consolidated financial statements for prior periods. All significant intercompany accounts and transactions have been eliminated in consolidation.

Business

The Bank provides a range of regional community banking services to retail and commercial customers through a network of branches and offices throughout New Jersey and in the major metropolitan areas of Philadelphia, New York, Baltimore, and Boston. The Bank is subject to competition from other financial institutions and certain technology companies. It is also subject to the regulations of certain regulatory agencies and undergoes periodic examinations by those regulatory authorities.

Basis of Financial Statement Presentation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). The preparation of the accompanying consolidated financial statements, in conformity with these accounting principles, requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for credit losses. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current and forecasted economic environment, which management believes to be reasonable under the circumstances. Such estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes, including in the economic environment, will be reflected in the financial statements in future periods.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash items in the process of collection, and interest-bearing deposits in other financial institutions. For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Securities

Securities include debt securities held-to-maturity (“HTM”) and debt securities available-for-sale (“AFS”). Debt securities include U.S. government and agency obligations, state, municipal and sovereign debt obligations, corporate debt securities, asset-backed securities, and mortgage-backed securities (“MBS”). Mortgage-backed securities include: agency residential mortgage-backed securities which are issued and guaranteed by either the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), or the Government National Mortgage Association (“GNMA”); agency commercial mortgage-backed securities which are issued and guaranteed by the Small Business Administration (“SBA”), or agency commercial mortgage-backed securities (“ACMBS”); and non-agency commercial mortgage-backed securities which are issued and guaranteed by commercial mortgage-backed securities (“CMBS”), and collateralized mortgage obligations (“CMOs”).

Management determines the appropriate classification at the time of purchase. If management has the positive intent not to sell a security and the Company would not be required to sell such a security prior to maturity, the securities can be classified as HTM debt securities. Such securities are stated at amortized cost. Securities in the AFS category are securities which the Company may sell prior to maturity as part of its asset/liability management strategy. Such securities are carried at estimated fair value and unrealized gains and losses, net of related tax effect, are excluded from earnings, but are included as a separate component of stockholders’ equity and as part of other comprehensive income. Discounts and premiums on securities are accreted or amortized using the level-yield method over the estimated lives of the securities, including the effect of

prepayments. Gains or losses on the sale of such securities are included in other income using the specific identification method.

Upon the transfer of debt securities from AFS to HTM classification, unrealized gains or losses at the transfer date continue to be reflected in accumulated other comprehensive income and are amortized into interest income over the remaining life of the securities.

Securities also include equity investments. Equity investments with readily determinable fair value are reported at fair value, with changes in fair value reported in net income. Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Credit Losses for Available-for-Sale Debt Securities

For AFS debt securities where fair value is less than amortized cost, the security is considered impaired when amounts are deemed uncollectible or when the Company intends, or more likely than not will be required, to sell the AFS debt security before recovery of the amortized cost basis.

On a quarterly basis the Company evaluates the AFS debt securities for impairment. Securities that are in an unrealized loss position are reviewed to determine if a securities credit loss exists based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether an impairment exists include: (a) the extent to which the fair value is less than the amortized cost basis, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, and (d) whether the Company intends to sell the security and whether it is more likely than not that the Company will not be required to sell the security.

If a determination is made that an AFS debt security is impaired, the Company will estimate the amount of the unrealized loss that is attributable to credit and all other non-credit related factors. The credit related component will be recognized as a securities credit loss expense through an allowance for securities credit losses. The securities credit loss expense will be limited to the difference between the security’s amortized cost basis and fair value and any future changes may be reversed, limited to the amount previously expensed, in the period they occur. The non-credit related component will be recorded as an adjustment to accumulated other comprehensive income, net of tax.

The evaluation of securities for impairment is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the estimated fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer’s financial condition and/or future prospects, the effects of changes in interest rates or credit spreads, and the expected recovery period.

Loans Receivable

Loans receivable, other than loans held-for-sale, are stated at unpaid principal balance, plus unamortized premiums less unearned discounts, net of deferred loan origination and commitment fees and costs, and the associated allowance for loan credit losses.

Loan origination and commitment fees and certain direct loan origination costs are deferred and the net fee or cost is recognized in interest income using the level-yield method over the contractual life of the specifically identified loans, adjusted for actual prepayments. For each loan class, a loan is considered past due when a payment has not been received in accordance with the contractual terms. Loans which are more than 90 days past due, and other loans in the process of foreclosure, are placed on non-accrual status. Interest income previously accrued on these loans, but not yet received, is reversed in the current period. Any interest subsequently collected is credited to income in the period of recovery only after the full principal balance has been brought current and has returned to accrual status. A loan is returned to accrual status when all amounts due have been received, payments remain current for a period of six months, and the remaining principal and interest are deemed collectible.

Loans are charged-off in the period the loans, or portion thereof, are deemed uncollectible. The Company will record a loan charge-off to reduce a loan to the estimated fair value of the underlying collateral, less cost to sell, if it is determined that it is probable that recovery will come primarily from the sale of the collateral.

Loans Held for Sale

Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from securities dealers.

Allowance for Credit Losses (“ACL”)

Under the current expected credit loss (“CECL”) model, the allowance for credit losses on financial assets is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets. The CECL model also applies to certain off-balance sheet credit exposures.

The Company estimates the ACL on loans based on the underlying assets’ amortized cost basis, which is the amount at which the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the Company has policies in place to write-off accrued interest receivable by reversing interest income in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the amortized cost basis and therefore excludes it from the measurement of the ACL.

Expected credit losses are reflected in the ACL through a charge to credit loss expense. The Company’s estimate of the ACL reflects credit losses currently expected over the remaining contractual life of the assets. When the Company deems all or a portion of a financial asset to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. The Company applies judgment to determine when a financial asset is deemed uncollectible. When available information confirms that specific financial assets, or portions thereof, are uncollectible, these amounts are charged off against the ACL. Subsequent recoveries, if any, are credited to the ACL when received.

The Company measures the ACL of financial assets on a collective portfolio segment basis when the financial assets share similar risk characteristics. The Company has identified the following portfolio segments of financial assets with similar risk characteristics for measuring expected credit losses: commercial real estate - investor (including commercial real estate - construction and land), commercial real estate - owner occupied, commercial and industrial, residential real estate, consumer (including student loans) and HTM debt securities. The Company further segments the commercial loan portfolios by risk rating and the residential and consumer loan portfolios by delinquency. The HTM portfolio is segmented by rating category.

The Company’s methodology to measure the ACL incorporates both quantitative and qualitative information to assess lifetime expected credit losses at the portfolio segment level. The quantitative component includes the calculation of loss rates using an open pool method. Under this method, the Company calculates a loss rate based on historical loan level loss experience for portfolio segments with similar risk characteristics. The historical loss rate is adjusted for select macroeconomic variables that consider both historical trends as well as forecasted trends for a single economic scenario. The adjusted loss rate is calculated for an eight quarter forecast period then reverts to the historical loss rate on a straight-line basis over four quarters. The Company differentiates its loss-rate method for HTM debt securities by looking to publicly available historical default and recovery statistics based on the attributes of issuer type, rating category and time to maturity. The Company measures expected credit losses of these financial assets by applying loss rates to the amortized cost basis of each asset taking into consideration amortization, prepayment and default assumptions.

The Company considers qualitative adjustments to expected credit loss estimates for information not already captured in the loss estimation process. Qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Adjustments will not be made for information that has already been considered and included in the quantitative allowance. Qualitative loss factors are based on management's judgment of company, market, industry or business specific data, changes in loan composition, performance trends, regulatory changes, uncertainty of macroeconomic forecasts, and other asset specific risk characteristics.

Collateral Dependent Financial Assets

For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount and the estimated cost to sell.

Troubled Debt Restructured (“TDR”) Loans

A loan that has been modified or renewed is considered a TDR when two conditions are met: (1) the borrower is experiencing financial difficulty and (2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics. So long as they share similar risk characteristics, TDRs may be collectively evaluated and included in the Company’s existing portfolio segments to measure the ACL, unless the TDR is collateral dependent or has been individually evaluated. For TDRs individually evaluated that have been modified and the interest rate is the primary concession, the ACL is measured using a discounted cash flow method. Loans that were modified in accordance with the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act are not considered TDRs.

Loan Commitments and Allowance for Loan Credit Losses on Off-Balance Sheet Credit Exposures

Financial assets include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The Company’s exposure to loan credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.

The Company records an allowance for loan credit losses on off-balance sheet credit exposures through a charge to loan credit loss expense for off-balance sheet credit exposures. The ACL on off-balance sheet credit exposures is estimated by portfolio segment at each balance sheet date under the CECL model using the same methodologies as portfolio loans, taking into consideration management’s assumption of the likelihood that funding will occur, and is included in other liabilities on the Company’s Consolidated Statements of Financial Condition.

Acquired Loans

Acquired loans are recorded at fair value at the date of acquisition based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, classification status, fixed or variable interest rate, loan term and whether or not the loan was amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. Certain acquired loans are grouped together according to similar risk characteristics and are aggregated when applying various valuation techniques. These cash flow evaluations are subjective as they require material estimates, all of which may be susceptible to significant change.

Loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased with credit deterioration (“PCD”) loans. The Company evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following: (1) non-accrual status; (2) troubled debt restructured designation; (3) risk ratings of special mention, substandard or doubtful; (4) watchlist credits; and (5) delinquency status, including loans that were current on acquisition date, but had been previously delinquent. At the acquisition date, an estimate of expected credit losses was made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans.

For acquired loans not deemed PCD at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for expected credit losses is estimated and recorded as credit loss expense.

The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.

Other Real Estate Owned (“OREO”)

Other real estate owned is carried at the lower of cost or estimated fair value, less estimated costs to sell. When a property is acquired, the excess of the loan balance over estimated fair value is charged to the allowance for credit losses for loans. Operating results from other real estate owned, including rental income, operating expenses, gains and losses realized from the sales of other real estate owned, and subsequent write-downs are recorded as incurred. During 2022, the remaining OREO was sold and there was no OREO as of December 31, 2022.

Premises and Equipment

Land is carried at cost and premises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization or, in the case of acquired premises, the estimated fair value on the acquisition date. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or leases. Generally, depreciable lives are as follows: computer software and equipment: 3 years; furniture, fixtures and other electronic equipment: 5 years; building and leasehold improvements: 10 years; and buildings: 30 years. Depreciable assets are placed in service when they are in a condition for use and available for their designated function. The Company has not developed any internal use software. Repair and maintenance items are expensed and improvements are capitalized. Gains and losses on dispositions are reflected in branch consolidation expenses and other income.

Leases

The Company recognizes lease agreements on the Consolidated Statements of Financial Condition as a right-of-use (“ROU”) asset and a corresponding lease liability. The ROU asset and lease liability are calculated as the present value of the minimum lease payments over the lease term, discounted for the rate implicit in the lease, provided the rate is readily determinable; otherwise the Company utilizes its incremental borrowing rate, at lease inception, over a similar term.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Any interest and penalties on taxes payable are included as part of the provision for income taxes.

Bank Owned Life Insurance (“BOLI”)

Bank owned life insurance is accounted for using the cash surrender value method and is recorded at its realizable value. Part of the Company’s BOLI is invested in a separate account insurance product, which is invested in a fixed income portfolio. The separate account includes stable value protection which maintains realizable value at book value with investment gains and losses amortized over future periods. Increases in cash surrender value are included in other non-interest income, while proceeds from death benefits are generally recorded as a reduction to the carrying value.

Intangible Assets

Intangible assets resulting from acquisitions, under the acquisition method of accounting, consists of goodwill and core deposit intangibles. Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired through purchase acquisitions. Goodwill with an indefinite useful life is not amortized, but is evaluated for impairment on an annual basis, or more frequently if events or changes in circumstances indicate potential impairment between annual measurement dates. The Company prepares a qualitative assessment, and if necessary, a quantitative assessment, in determining whether goodwill may be impaired. The factors considered in the qualitative assessment include macroeconomic conditions, industry and market conditions and overall financial performance of the Company, among other factors. Under a quantitative assessment, the Company will estimate the fair value of the Company by utilizing a weighted discounted cash flow method, guideline public company method, and transaction method. The Company completes its annual goodwill impairment test as of August 31 and evaluates triggering events during interim periods, as applicable.

The Company completed its annual goodwill impairment test as of August 31, 2022. Based upon its qualitative assessment of goodwill, the Company concluded that goodwill was not impaired and no further quantitative analysis was warranted. At December 31, 2022, management concluded no events or circumstances occurred subsequent to August 31, 2022 that would trigger another impairment test.

Segment Reporting

The Company’s operations are solely in the financial services industry and include providing traditional banking and other financial services to its customers. The Company operates throughout New Jersey and in the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston. Management makes operating decisions and assesses performance based on an ongoing review of the Company’s consolidated financial results. Therefore, management concluded the Company has a single operating segment for financial reporting purposes.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding and potential common stock utilizing the treasury stock method. All share amounts exclude unallocated shares of stock held by the Company’s ESOP and by incentive plans.

Stock-Based Compensation

The Company recognizes compensation expense related to stock options and awards over the requisite service period, generally based on the instruments’ grant-date fair value, reduced by actual and estimated forfeitures. Certain performance-based stock awards and the associated compensation expense fluctuates based on the estimated probability of achievement of the Company-defined performance goals.

Derivative Instruments

The Company accounts for derivative financial instruments under ASC Topic 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value. Accounting for changes in the fair value of a derivative depends on whether or not the derivative has been designated and qualifies for hedge accounting. For derivatives not designated as hedging instruments, changes in the fair value are recognized directly in earnings. For derivatives designated as hedging instruments, the accounting treatment is dependent upon the type of hedge. For the year ended December 31, 2022, the Company only had a cash flow hedge.

Cash flow hedges are used to mitigate the variability in the cash flows of a specific pool of assets, or of forecasted transactions, caused by interest rate fluctuations. The changes in the fair value of cash flow hedges are initially reported in other comprehensive income. Amounts are subsequently reclassified from accumulated other comprehensive income to earnings when the hedged transactions occur, specifically within the same line item as the hedged item.

To qualify for hedge accounting, the Company assesses the effectiveness of the derivative in offsetting the risk associated with the exposure being hedged, at inception and on a quarterly basis thereafter. The Company uses quantitative methods, such as regression analyses, and qualitative comparisons of critical terms and the evaluation of any changes in those terms. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued prospectively.

Accounting Pronouncements Adopted in 2022

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes” as part of an initiative to reduce complexity in accounting standards for income taxes. The amendments also improve consistent application of and simplify generally accepted accounting principles for other areas of Topic 740 by clarifying and amending existing guidance. This update was effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In December 2022, Financial Accounting Standards Board issued ASU 2022-06, “Deferral of the Sunset Date of Topic 848”, which was effective upon issuance. The amendments in this ASU defer the sunset date of Topic 848 (Reference Rate Reform) from December 31, 2022 to December 31, 2024. Topic 848, originally issued in 2020 and later amended in 2021, provides optional accounting expedients and exceptions for certain loan agreements, derivatives and other transactions affected by the transition away from LIBOR towards alternative reference rates. As of December 31, 2021, the Company adopted certain of these practical expedients in Topic 848 and will continue to apply prospectively until December 31 2024. The Company does not expect this update to have a material impact on its consolidated financial statements.

Note 2. Regulatory Matters

The Company and the Bank are required by applicable regulations to maintain minimum levels of regulatory capital. Under the regulations in effect at December 31, 2022, the Company and the Bank were required to maintain a minimum ratio of Tier 1 capital to total average assets of 4.0%; a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 7.0%; a minimum ratio of Tier 1 capital to risk-weighted assets of 8.5%; and a minimum ratio of total (core and supplementary) capital to risk-weighted assets of 10.5%. These ratios include the impact of the required 2.50% capital conservation buffer.

Under the regulatory framework for prompt corrective action, federal regulators are required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution. Such actions could have a direct material effect on an institution’s financial statements. The regulations establish a framework for the classification of banking institutions into five categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. Generally, an institution is considered well-capitalized if it has a Tier 1 capital ratio of 5.0%; a common equity Tier 1 risk-based ratio of at least 6.5%; a Tier 1 risk-based ratio of at least 8.0%; and a total risk-based capital ratio of at least 10.0%. At December 31, 2022 and 2021, the Company and the Bank exceeded all regulatory capital requirements currently applicable.

The following is a summary of the Company’s and Bank’s regulatory capital amounts and ratios as of December 31, 2022 and 2021 compared to the regulatory minimum capital adequacy requirements and the regulatory requirements for classification as a well-capitalized institution then in effect (dollars in thousands):


	Actual				For capital adequacy purposes					To be well-capitalized under Prompt Corrective Action
As of December 31, 2022	Amount		Ratio		Amount		Ratio			Amount		Ratio
Company:
Tier 1 capital (to average assets)	$	1,150,690	9.43	%	$	488,297	4.00	%		N/A		N/A
Common equity Tier 1 (to risk-weighted assets)	1,021,774		9.93		720,641		7.00		(1)	N/A		N/A
Tier 1 capital (to risk-weighted assets)	1,150,690		11.18		875,064		8.50		(1)	N/A		N/A
Total capital (to risk-weighted assets)	1,336,652		12.98		1,080,961		10.50		(1)	N/A		N/A
Bank:
Tier 1 capital (to average assets)	$	1,122,946	9.20	%	$	488,033	4.00	%		$	610,041	5.00	%
Common equity Tier 1 (to risk-weighted assets)	1,122,946		11.02		713,194		7.00		(1)	662,251		6.50
Tier 1 capital (to risk-weighted assets)	1,122,946		11.02		866,021		8.50		(1)	815,078		8.00
Total capital (to risk-weighted assets)	1,183,705		11.62		1,069,791		10.50		(1)	1,018,848		10.00
As of December 31, 2021
Company:
Tier 1 capital (to average assets)	$	1,044,518	9.22	%	$	453,087	4.00	%		N/A		N/A
Common equity Tier 1 (to risk-weighted assets)	917,088		10.26		625,801		7.00		(1)	N/A		N/A
Tier 1 capital (to risk-weighted assets)	1,044,518		11.68		759,902		8.50		(1)	N/A		N/A
Total capital (to risk-weighted assets)	1,257,372		14.06		938,702		10.50		(1)	N/A		N/A
Bank:
Tier 1 capital (to average assets)	$	1,027,660	9.08	%	$	452,669	4.00	%		$	565,836	5.00	%
Common equity Tier 1 (to risk-weighted assets)	1,027,660		11.62		619,178		7.00		(1)	574,951		6.50
Tier 1 capital (to risk-weighted assets)	1,027,660		11.62		751,860		8.50		(1)	707,633		8.00
Total capital (to risk-weighted assets)	1,079,766		12.21		928,768		10.50		(1)	884,541		10.00

(1) Includes the Capital Conservation Buffer of 2.50%.

The Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

Capital distributions and certain discretionary bonus payments are limited if the capital conservation buffer of 2.50% is not maintained. Applicable regulations also impose limitations upon capital distributions by the Company, such as dividends and payments to repurchase or otherwise acquire shares. The Company may not declare or pay cash dividends on or repurchase any of its shares of common stock if the effect thereof would cause stockholders’ equity to be reduced below applicable regulatory capital minimum requirements or if such declaration and payment would otherwise violate regulatory requirements.

Note 3. Business Combinations

Trident Acquisition

On April 1, 2022, the Company completed its acquisition of a majority controlling interest of 60% in Trident. Trident provides commercial and residential title services throughout New Jersey, and through strategic alliances can also service clients’ title insurance needs outside of New Jersey. The acquisition is complimentary to the Company’s existing consumer and commercial lending business. Total consideration paid was $7.1 million and goodwill from the transaction amounted to $5.8 million.

The acquisition was accounted for under the acquisition method of accounting. Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired, excluding the net assets attributable to the non-controlling interest, has been recorded as goodwill.

The Company consolidated Trident’s assets, liabilities and components of comprehensive income within its consolidated results. Thus, the consolidated results include amounts attributable to the Company and the non-controlling interest. Amounts attributable to the non-controlling interest are presented separately as a single line on the Consolidated Statements of Income (net income attributable to non-controlling interest) and the Consolidated Statements of Financial Condition (non-controlling interest in stockholders’ equity). Amounts attributed to the non-controlling interest are based upon the ownership interest in Trident that the Company does not own. For further discussion on the accounting for this arrangement refer to Note 18 Variable Interest Entity, of this Form 10-K.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed by the Company at the date of the acquisition for Trident, net of total consideration paid (in thousands):


	At April 1, 2022
	Estimated Fair Value
Total purchase price:	$	7,084
Assets acquired:
Cash and cash equivalents	$	45,693
Other current assets	238
Premises and equipment	18
ROU asset	779
Other assets	81
Total assets acquired	46,809
Liabilities assumed:
Lease liability	779
Other liabilities	43,937
Total liabilities assumed	$	44,716
Net assets acquired	$	2,093
Net assets attributable to non-controlling interest	$	836
Goodwill recorded	$	5,827

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available. The Company finalized its review of the acquired assets and liabilities and will not be recording any further adjustments to the carrying value.

Merger Related Expenses

The Company incurred merger related expenses of $2.7 million, $1.5 million, and $15.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following table summarizes the merger related expenses for the years ended December 31, 2022, 2021 and 2020:


	For the Year Ended December 31,
	2022		2021		2020
	(in thousands)
Data processing fees	$	790	$	253	$	3,758
Professional fees	1,936		343		3,638
Employee severance payments	7		663		7,727
Other/miscellaneous fees	2		244		824
Merger related expenses	$	2,735	$	1,503	$	15,947

Merger related expenses for 2022 included expenses related to the terminated merger agreement with Partners Bancorp. Merger related expenses for 2021 and 2020 included expenses related to acquisitions of Two River and Country Bank, which were both completed on January 1, 2020.

Core Deposit Intangibles

The estimated future amortization expense for the core deposit intangibles over the next five years and thereafter is as follows (in thousands):


For the Year Ending December 31,	Amortization Expense
2023	$	3,984
2024	3,250
2025	2,516
2026	1,784
2027	1,112
Thereafter	851
Total	$	13,497

Note 4. Securities

The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities available-for-sale and held-to-maturity at December 31, 2022 and 2021 are as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Allowance for Securities Credit Losses
At December 31, 2022
Debt securities available-for-sale:
U.S. government and agency obligations	$	87,648	$	1	$	(7,635)	$	80,014	$	—
Corporate debt securities	8,928		—		(756)		8,172		—
Asset-backed securities	296,222		—		(19,349)		276,873		—

Agency commercial MBS	110,606		—		(18,017)		92,589		—
Total debt securities available-for-sale	$	503,404	$	1	$	(45,757)	$	457,648	$	—
Debt securities held-to-maturity:

State, municipal and sovereign debt obligations	$	260,249	$	46	$	(24,940)	$	235,355	$	(60)
Corporate debt securities	56,893		380		(3,778)		53,495		(1,059)
Mortgage-backed securities:
Agency residential	849,985		795		(83,586)		767,194		—



Agency commercial	32,127		23		(1,189)		30,961		—
Non-agency commercial	25,310		—		(2,274)		23,036		(9)
Total mortgage-backed securities	907,422		818		(87,049)		821,191		(9)
Total debt securities held-to-maturity	$	1,224,564	$	1,244	$	(115,767)	$	1,110,041	$	(1,128)
Total debt securities	$	1,727,968	$	1,245	$	(161,524)	$	1,567,689	$	(1,128)
At December 31, 2021
Debt securities available-for-sale:
U.S. government and agency obligations	$	164,756	$	1,135	$	(471)	$	165,420	$	—
Corporate debt securities	5,000		42		(11)		5,031		—
Asset-backed securities	298,976		41		(1,489)		297,528		—
Agency commercial MBS	101,142		57		(923)		100,276		—
Total debt securities available-for-sale	$	569,874	$	1,275	$	(2,894)	$	568,255	$	—
Debt securities held-to-maturity:

State, municipal and sovereign debt obligations	$	281,389	$	10,185	$	(1,164)	$	290,410	$	(85)
Corporate debt securities	68,823		1,628		(1,279)		69,172		(1,343)

Mortgage-backed securities:
Agency residential	756,844		6,785		(7,180)		756,449		—



Agency commercial	4,385		7		(44)		4,348		—
Non-agency commercial	32,107		362		(104)		32,365		(39)
Total mortgage-backed securities	793,336		7,154		(7,328)		793,162		(39)
Total debt securities held-to-maturity	$	1,143,548	$	18,967	$	(9,771)	$	1,152,744	$	(1,467)
Total debt securities	$	1,713,422	$	20,242	$	(12,665)	$	1,720,999	$	(1,467)

There was no allowance for securities credit losses on debt securities available-for-sale at December 31, 2022 and 2021.

The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity for the years ended December 31, 2022 and 2021 (in thousands):


	For the Years Ended,
	2022		2021
Allowance for credit losses
Beginning balance	$	(1,467)	$	(1,715)

Credit loss benefit	339		248
Total ending allowance balance	$	(1,128)	$	(1,467)

The Company monitors the credit quality of debt securities held-to-maturity on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities held-to-maturity at December 31, 2022, aggregated by credit quality indicator, are as follows (in thousands):



	Investment Grade		Non-Investment Grade/Non-rated		Total
As of December 31, 2022


State, municipal and sovereign debt obligations	$	260,249	$	—	$	260,249
Corporate debt securities	41,900		14,993		56,893






Non-agency commercial MBS	25,310		—		25,310

Total debt securities held-to-maturity	$	327,459	$	14,993	$	342,453

During 2021 and 2013, the Bank transferred $12.7 million and $536.0 million, respectively, of previously designated available-for-sale securities to a held-to-maturity designation at estimated fair value. The securities transferred had an unrealized net loss of $209,000 and $13.3 million at the time of transfer in 2021 and 2013, respectively, which continues to be reflected in accumulated other comprehensive loss on the Consolidated Statement of Financial Condition, net of subsequent amortization, which is being recognized over the life of the securities. The carrying value of the debt securities held-to-maturity at December 31, 2022 and 2021 is as follows (in thousands):


	December 31,
	2022		2021
Amortized cost	$	1,224,564	$	1,143,548
Net loss on date of transfer from available-for-sale	(13,556)		(13,556)
Allowance for securities credit losses	(1,128)		(1,467)
Accretion of net unrealized loss on securities reclassified as held-to-maturity	11,258		10,668
Carrying value	$	1,221,138	$	1,139,193

There were $108,000 of realized losses on debt securities for the year ended December 31, 2022. There were no realized gains or losses on debt securities for the year ended December 31, 2021. The realized gains/losses on debt securities is presented within other of the Consolidated Statement of Income.

The amortized cost and estimated fair value of debt securities at December 31, 2022 by contractual maturity are shown below (in thousands):


At December 31, 2022	Amortized Cost		Estimated Fair Value
Less than one year	$	41,088	$	40,795
Due after one year through five years	167,126		154,288
Due after five years through ten years	224,954		207,054
Due after ten years	276,772		251,772
	$	709,940	$	653,909

Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties. At December 31, 2022, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost of $62.9 million, $83.2 million, and $296.2 million, respectively, and an estimated fair value of $58.8 million, $78.2 million, and $276.9 million, respectively, were callable prior to the maturity date. Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.

The estimated fair value and unrealized losses for debt securities available-for-sale and held-to-maturity at December 31, 2022 and December 31, 2021, segregated by the duration of the unrealized losses, are as follows (in thousands):


	Less than 12 Months				12 Months or Longer				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
At December 31, 2022
Debt securities available-for-sale:
U.S. government and agency obligations	$	27,232	$	(450)	$	52,782	$	(7,185)	$	80,014	$	(7,635)
Corporate debt securities	4,735		(193)		3,437		(563)		8,172		(756)
Asset-backed securities	143,392		(9,179)		133,481		(10,170)		276,873		(19,349)
Agency commercial MBS	8,782		(1,675)		83,807		(16,342)		92,589		(18,017)


Total debt securities available-for-sale	184,141		(11,497)		273,507		(34,260)		457,648		(45,757)
Debt securities held-to-maturity:


State, municipal and sovereign debt obligations	133,492		(11,952)		97,135		(12,988)		230,627		(24,940)
Corporate debt securities	11,783		(598)		36,152		(3,180)		47,935		(3,778)

MBS:
Agency residential	297,296		(12,404)		397,036		(71,182)		694,332		(83,586)



Agency commercial	25,936		(1,150)		2,062		(39)		27,998		(1,189)
Non-agency commercial	16,839		(1,621)		6,198		(653)		23,037		(2,274)
Total MBS	340,071		(15,175)		405,296		(71,874)		745,367		(87,049)
Total debt securities held-to-maturity	485,346		(27,725)		538,583		(88,042)		1,023,929		(115,767)
Total debt securities	$	669,487	$	(39,222)	$	812,090	$	(122,302)	$	1,481,577	$	(161,524)
At December 31, 2021
Debt securities available-for-sale:

U.S. government and agency obligations	$	82,395	$	(471)	$	—	$	—	$	82,395	$	(471)
Corporate debt securities	1,989		(11)		—		—		1,989		(11)


Asset-backed securities	279,486		(1,489)		—		—		279,486		(1,489)
Agency commercial MBS	80,726		(923)		—		—		80,726		(923)
Total debt securities available-for-sale	444,596		(2,894)		—		—		444,596		(2,894)
Debt securities held-to-maturity:



State, municipal and sovereign debt obligations	75,329		(1,063)		4,383		(101)		79,712		(1,164)
Corporate debt securities	38,304		(1,279)		—		—		38,304		(1,279)

MBS:
Agency residential	445,399		(5,822)		50,133		(1,358)		495,532		(7,180)



Agency commercial	2,255		(41)		886		(3)		3,141		(44)
Non-agency commercial	10,722		(104)		—		—		10,722		(104)
Total MBS	458,376		(5,967)		51,019		(1,361)		509,395		(7,328)
Total debt securities held-to-maturity	572,009		(8,309)		55,402		(1,462)		627,411		(9,771)
Total debt securities	$	1,016,605	$	(11,203)	$	55,402	$	(1,462)	$	1,072,007	$	(12,665)

The Company concluded that debt securities were not impaired at December 31, 2022 based on a consideration of several factors. The Company noted that each issuer made all the contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the change in net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Historically, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside the securities portfolio.

Equity Investments

At December 31, 2022 and 2021, the Company held equity investments of $102.0 million and $101.2 million, respectively. The equity investments primarily comprised of select financial services institutions’ preferred and common stocks, investments in funds and other financial institutions.

The realized and unrealized gains or losses on equity securities for the year ended December 31, 2022 and 2021 are shown in the table below (in thousands):


	For the Year Ended December 31,
	2022		2021
Net gain on equity investments	$	9,685	$	7,145
Less: Net gains recognized on equity investments sold	1,351		8,123
Unrealized gain (loss) recognized on equity investments still held	$	8,334	$	(978)

Note 5. Loans Receivable, Net

Loans receivable, net at December 31, 2022 and 2021 consisted of the following (in thousands):


	December 31,
	2022		2021
Commercial:
Commercial real estate - investor	$	5,171,952	$	4,378,061
Commercial real estate - owner occupied	997,367		1,055,065
Commercial and industrial (1)	622,372		449,224
Total commercial	6,791,691		5,882,350
Consumer:
Residential real estate	2,861,991		2,479,701

Home equity loans and lines and other consumer (“other consumer”)	264,372		260,819

Total consumer	3,126,363		2,740,520


Total loans receivable	9,918,054		8,622,870

Deferred origination costs, net of fees	7,488		9,332
Allowance for loan credit losses	(56,824)		(48,850)
Total loans receivable, net	$	9,868,718	$	8,583,352

(1)The commercial and industrial loans balance at December 31, 2022 and 2021 includes Paycheck Protection Program (“PPP”) loans of $1.6 million and $22.9 million, respectively.

The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:

Pass: Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.

Special Mention: Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard: Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The following tables summarize total loans by year of origination, internally assigned credit grades, and risk characteristics (in thousands):


	2022		2021		2020		2019		2018		2017 and prior		Revolving lines of credit		Total
December 31, 2022
Commercial real estate - investor
Pass	$	1,144,763	$	1,339,289	$	555,937	$	524,428	$	220,999	$	881,344	$	450,787	$	5,117,547
Special Mention	—		2,508		192		17,094		—		12,818		2,188		34,800
Substandard	—		—		—		893		—		18,180		532		19,605
Total commercial real estate - investor	1,144,763		1,341,797		556,129		542,415		220,999		912,342		453,507		5,171,952
Commercial real estate - owner occupied
Pass	119,912		110,440		59,952		115,385		88,204		458,708		14,932		967,533
Special Mention	—		—		—		—		748		5,679		—		6,427
Substandard	—		—		3,750		2,037		4,817		12,803		—		23,407
Total commercial real estate - owner occupied	119,912		110,440		63,702		117,422		93,769		477,190		14,932		997,367
Commercial and industrial
Pass	60,078		23,724		14,072		17,175		10,992		47,370		443,211		616,622
Special Mention	—		7		—		—		—		250		1,680		1,937
Substandard	—		21		76		1,083		301		2,212		120		3,813
Total commercial and industrial	60,078		23,752		14,148		18,258		11,293		49,832		445,011		622,372


Residential real estate (1)
Pass	919,364		591,745		419,712		247,387		99,945		577,392		—		2,855,545
Special Mention	—		193		1,514		204		59		2,407		—		4,377
Substandard	—		—		—		656		286		1,127		—		2,069
Total residential real estate	919,364		591,938		421,226		248,247		100,290		580,926		—		2,861,991
Other consumer (1)
Pass	24,069		24,111		15,440		15,471		39,057		108,818		34,851		261,817
Special Mention	—		—		—		75		—		598		—		673
Substandard	—		—		—		157		18		1,707		—		1,882
Total other consumer	24,069		24,111		15,440		15,703		39,075		111,123		34,851		264,372

Total loans	$	2,268,186	$	2,092,038	$	1,070,645	$	942,045	$	465,426	$	2,131,413	$	948,301	$	9,918,054

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.


	2021		2020		2019		2018		2017		2016 and prior		Revolving lines of credit		Total
December 31, 2021
Commercial real estate - investor
Pass	$	1,387,753	$	609,916	$	535,551	$	274,662	$	375,646	$	800,089	$	255,613	$	4,239,230
Special Mention	—		—		23,794		9,400		2,731		28,663		582		65,170
Substandard	—		4,267		28,802		468		8,495		28,228		3,401		73,661
Total commercial real estate - investor	1,387,753		614,183		588,147		284,530		386,872		856,980		259,596		4,378,061
Commercial real estate - owner occupied
Pass	116,355		71,196		125,212		91,531		109,232		449,966		10,913		974,405
Special Mention	—		—		1,365		3,829		479		14,371		2		20,046
Substandard	—		—		14,166		8,549		5,606		31,576		717		60,614
Total commercial real estate - owner occupied	116,355		71,196		140,743		103,909		115,317		495,913		11,632		1,055,065
Commercial and industrial
Pass	42,955		22,573		22,878		16,404		8,671		50,887		271,818		436,186
Special Mention	—		—		231		350		85		172		3,645		4,483
Substandard	—		457		2,281		813		198		2,029		2,777		8,555
Total commercial and industrial	42,955		23,030		25,390		17,567		8,954		53,088		278,240		449,224


Residential real estate (1)
Pass	876,135		475,134		288,699		127,756		105,385		602,331		—		2,475,440
Special Mention	—		212		—		61		—		1,313		—		1,586
Substandard	—		—		—		—		351		2,324		—		2,675
Total residential real estate	876,135		475,346		288,699		127,817		105,736		605,968		—		2,479,701
Other consumer (1)
Pass	26,512		19,168		18,179		51,954		17,955		123,783		—		257,551
Special Mention	—		—		—		—		—		322		—		322
Substandard	—		—		—		18		—		2,928		—		2,946
Total other consumer	26,512		19,168		18,179		51,972		17,955		127,033		—		260,819

Total loans	$	2,449,710	$	1,202,923	$	1,061,158	$	585,795	$	634,834	$	2,138,982	$	549,468	$	8,622,870

(1)For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.

An analysis of the allowance for credit losses on loans for the years ended December 31, 2022 and 2021 is as follows (in thousands):


	Commercial Real Estate - Investor		Commercial Real Estate - Owner Occupied		Commercial and Industrial		Residential Real Estate		Other Consumer		Total
For the Year Ended December 31, 2022
Allowance for credit losses on loans
Balance at beginning of year	$	25,504	$	5,884	$	5,039	$	11,155	$	1,268	$	48,850
Credit loss (benefit) expense	(4,481)		(1,569)		561		13,275		(152)		7,634
Charge-offs	(8)		(62)		(60)		(56)		(387)		(573)
Recoveries	55		170		155		156		377		913
Balance at end of year	$	21,070	$	4,423	$	5,695	$	24,530	$	1,106	$	56,824
For the Year Ended December 31, 2021
Allowance for credit losses on loans
Balance at beginning of year	$	26,703	$	15,054	$	5,390	$	11,818	$	1,770	$	60,735
Credit loss benefit	(974)		(9,190)		(321)		(761)		(1,100)		(12,346)
Charge-offs	(345)		(65)		(154)		(254)		(213)		(1,031)
Recoveries	120		85		124		352		811		1,492
Balance at end of year	$	25,504	$	5,884	$	5,039	$	11,155	$	1,268	$	48,850

A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral and, therefore, is classified as non-accruing. At December 31, 2022 and 2021, the Company had collateral dependent loans with an amortized cost balance as follows: commercial real estate - investor of $4.6 million and $3.6 million, respectively; commercial real estate - owner occupied of $4.0 million and $11.9 million, respectively; and commercial and industrial of $160,000 and $277,000, respectively. In addition, the Company had residential and consumer loans collateralized by residential real estate, which are in the process of foreclosure, with an amortized cost balance of $858,000 and $438,000 at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, the amount of foreclosed residential real estate property held by the Company was $0 and $106,000, respectively.

The following table presents the recorded investment in non-accrual loans by loan portfolio segment as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Commercial real estate – investor	$	10,483	$	3,614
Commercial real estate – owner occupied	4,025		11,904
Commercial and industrial	331		277
Residential real estate	5,969		6,114
Other consumer	2,457		3,585
Total non-accrual loans	$	23,265	$	25,494

At December 31, 2022 and 2021, the non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At December 31, 2022, there was one PPP loan for $14,000 that was past due greater than 90 days and still accruing interest. Per SBA guidelines, the SBA will pay accrued interest through the deferral period up to a maximum of 120 days past due. Given these servicing guidelines, PPP loans that are 90 to 120 days past due will be reported as accruing loans. At December 31, 2021, there was one loan for $46,000 that was 90 days or greater past due and still accruing interest that was fully paid on January 14, 2022.

The following table presents the aging of the recorded investment in past due loans as of December 31, 2022 and 2021 by loan portfolio segment (in thousands).


	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Loans Not Past Due		Total
December 31, 2022
Commercial real estate – investor	$	217	$	875	$	3,700	$	4,792	$	5,167,160	$	5,171,952
Commercial real estate – owner occupied	143		80		3,750		3,973		993,394		997,367
Commercial and industrial	159		47		180		386		621,986		622,372
Residential real estate	7,003		4,377		2,069		13,449		2,848,542		2,861,991
Other consumer	573		673		1,882		3,128		261,244		264,372
	$	8,095	$	6,052	$	11,581	$	25,728	$	9,892,326	$	9,918,054
December 31, 2021
Commercial real estate – investor	$	1,717	$	102	$	1,709	$	3,528	$	4,374,533	$	4,378,061
Commercial real estate – owner occupied	599		—		575		1,174		1,053,891		1,055,065
Commercial and industrial	25		151		277		453		448,771		449,224
Residential real estate	9,705		1,586		2,675		13,966		2,465,735		2,479,701
Other consumer	339		322		2,946		3,607		257,212		260,819
	$	12,385	$	2,161	$	8,182	$	22,728	$	8,600,142	$	8,622,870

The Company classifies certain loans as TDRs when credit terms to a borrower in financial difficulty are modified. The modifications may include a reduction in rate, an extension in term, the capitalization of past due amounts, and/or the restructuring of scheduled principal payments. Residential real estate and consumer loans where the borrower’s debt is discharged in a bankruptcy filing are also considered TDR loans. For these loans, the Bank retains its security interest in the real estate collateral. At December 31, 2022 and 2021, TDR loans totaled $13.9 million and $23.6 million, respectively. At December 31, 2022 and 2021, there were $6.4 million and $11.3 million, respectively, of TDR loans included in the non-accrual loan totals. At December 31, 2022, the Company had a $590,000 specific reserve allocated to a loan that was classified as a TDR loan. At December 31, 2021, the Company had no specific reserves allocated to loans that were classified as TDRs. Non-accrual loans which become TDRs are generally returned to accrual status after six months of performance. In addition to the TDR loans included in non-accrual loans, the Company also has TDR loans classified as accruing loans, which totaled $7.5 million and $12.3 million at December 31, 2022 and 2021, respectively.

The following table presents information about TDRs which occurred during the years ended December 31, 2022 and 2021 (dollars in thousands):


	Number of Loans	Pre-modification Recorded Investment		Post-modification Recorded Investment
For the Year Ended December 31, 2022
Troubled debt restructurings:



Commercial and industrial	1	$	65	$	65
Other consumer	8	1,237		1,378
For the Year Ended December 31, 2021
Troubled debt restructurings:
Commercial real estate – investor	1	$	4,903	$	4,903
Commercial real estate – owner occupied	2	6,406		6,423
Residential real estate	3	244		336
Other consumer	3	39		49

There were no TDR loans that defaulted during the year ended December 31, 2022, which were modified within the preceding year. There was one TDR consumer loan and one TDR commercial real estate - investor loan for $15,000 and $923,000, respectively, that defaulted during the year ended December 31, 2021 which were modified within the preceding year. The TDR consumer loan is no longer in default as of December 31, 2022 and the TDR commercial real estate - investor loan was subsequently paid in full as of June 30, 2022.

Note 6. Interest and Dividends Receivable

Interest and dividends receivable at December 31, 2022 and 2021 are summarized as follows (in thousands):


	December 31,
	2022		2021
Loans receivable	$	36,052	$	26,208
Debt securities	7,634		5,753
Equity investments and other	1,018		645
Total interest and dividends receivable	$	44,704	$	32,606

Note 7. Premises and Equipment, Net

Premises and equipment, net of accumulated depreciation and amortization expense at December 31, 2022 and 2021 are summarized as follows (in thousands):


	December 31,
	2022		2021
Land	$	15,916	$	18,774
Buildings and improvements	131,837		94,573
Leasehold improvements	6,647		8,460
Furniture and equipment	34,692		30,314
Capitalized software	7,588		6,989
Finance lease	3,189		2,386
Other (1)	2,559		38,057
Total	202,428		199,553
Accumulated depreciation and amortization	(75,723)		(73,725)
Total premises and equipment, net	$	126,705	$	125,828

(1) 2021 included assets under construction of $36.2 million related to the expansion of the Company’s headquarters in Toms River, New Jersey, which was completed in 2022. In 2022, the Company’s headquarters in Toms River was classified within buildings and improvements.

Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020 amounted to $11.5 million, $9.4 million, and $8.5 million, respectively. Depreciation and amortization expense is presented within occupancy, equipment, and data processing expenses of the Consolidated Statement of Income.

Note 8. Deposits

The major types of deposits at December 31, 2022 and 2021 were as follows (dollars in thousands):


	December 31,
	2022				2021
	Amount		Weighted Average Cost		Amount		Weighted Average Cost
Non-interest-bearing	$	2,101,308	—	%	$	2,412,056	—	%
Interest-bearing checking	3,829,683		0.45		4,201,736		0.24
Money market deposit	714,386		0.57		736,090		0.06
Savings	1,487,809		0.07		1,607,933		0.03
Time deposits	1,542,020		2.34		775,001		0.95
Total deposits	$	9,675,206	0.60	%	$	9,732,816	0.19	%

Accrued interest payable related to deposits was $2.0 million and $244,000 at December 31, 2022 and 2021, respectively. Time deposits included $117.7 million and $145.4 million in deposits of $250,000 or more at December 31, 2022 and 2021, respectively. Time deposits also include brokered deposits of $873.4 million and $25.0 million at December 31, 2022 and 2021, respectively.

Time deposits at December 31, 2022 mature as follows (in thousands):


For the Year Ending December 31,	Time Deposit Maturities
2023	$	1,042,730
2024	381,548
2025	81,524
2026	10,747
2027	19,565
Thereafter	5,906
Total	$	1,542,020

Interest expense on deposits for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):


	For the Year Ended December 31,
	2022		2021		2020
Interest-bearing checking	$	11,344	$	13,400	$	19,395
Money market deposit	2,234		1,105		2,902
Savings	758		631		2,505
Time deposits	16,685		10,074		23,488
Total interest expense on deposits	$	31,021	$	25,210	$	48,290

Note 9. Borrowed Funds

Borrowed funds are summarized as follows (dollars in thousands):


	December 31,
	2022				2021
	Amount		Weighted Average Rate		Amount		Weighted Average Rate
FHLB advances	$	1,211,166	4.59	%	$	—	—	%
Securities sold under agreements to repurchase with customers	69,097		0.16		118,769		0.16
Other borrowings	195,403		5.87		229,141		4.47
Total borrowed funds	$	1,475,666	4.55	%	$	347,910	3.00	%

In March 2022, the Company redeemed $35.0 million of subordinated debt due September 30, 2026, which was reported in Other borrowings. The debt carried an interest rate of 4.14% based on a floating rate of three months LIBOR plus 392 basis points.

The Company pledges certain securities and loans to secure various borrowings or borrowing capacity. The estimated fair value of securities pledged for the ability to draw on FHLB advances, access to the Federal Reserve discount window, and other borrowings and for other purposes required by law amounted to $935.4 million and $1.14 billion at December 31, 2022 and 2021, respectively, which included $105.3 million and $142.9 million at December 31, 2022 and 2021, respectively, pledged as collateral for securities sold under agreements to repurchase with customers. The securities pledged, which collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, or to a third-party custodian. The lender, who may sell, loan or otherwise dispose of such securities to other parties in the normal course of their operations, agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.

The Company also pledges eligible mortgage loans to secure FHLB and Federal Reserve System (“FRB”) advances. At December 31, 2022, the Bank pledged $6.49 billion of eligible mortgage loans to secure FHLB and FRB advances.

FHLB advances and repurchase agreements had contractual maturities at December 31, 2022 as follows (in thousands):


	FHLB Advances		Repurchase Agreements
For the Year Ended December 31,
2023	$	1,209,500	$	69,097

2025	1,666		—
Total	$	1,211,166	$	69,097

The other borrowings at December 31, 2022 included the following (in thousands):


Type of Debt	Stated Value		Carrying Value		Interest Rate			Maturity
Subordinated debt	$	125,000	$	123,537	5.701	%	(1)	May 15, 2030
Trust preferred	10,000		8,123		3 month LIBOR plus 225 basis points		(2)	December 15, 2034
Trust preferred	30,000		23,589		3 month LIBOR plus 135 basis points		(2)	March 15, 2036
Trust preferred	5,000		5,000		3 month LIBOR plus 165 basis points		(2)	August 1, 2036
Trust preferred	7,500		7,500		3 month LIBOR plus 166 basis points		(2)	November 1, 2036
Trust preferred	10,000		7,922		3 month LIBOR plus 153 basis points		(2)	June 30, 2037
Trust preferred	10,000		10,000		3 month LIBOR plus 175 basis points		(2)	September 1, 2037
Trust preferred	10,000		7,798		3 month LIBOR plus 139 basis points		(2)	October 1, 2037
Finance lease	1,934		1,934		5.625	%		July 31, 2029
Total	$	209,434	$	195,403

(1)Adjusts to a floating rate of 509.5 basis points over 3 month Secured Overnight Financing Rate (“SOFR”) on May 15, 2025.

(2)All trust preferred debt carry interest rates which adjust to a spread over LIBOR on a quarterly basis and are expected to convert to a spread over the SOFR upon LIBOR cessation.

All of the trust preferred debt is currently callable.

Interest expense on borrowings for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands):


	For the Year Ended December 31,
	2022		2021		2020
FHLB advances	$	10,365	$	—	$	7,018
Reverse repurchase agreements	159		253		562
Other borrowings	12,153		11,291		10,787
Total interest expense on borrowings	$	22,677	$	11,544	$	18,367

Note 10. Income Taxes

The provision for income taxes for the years ended December 31, 2022, 2021 and 2020 consisted of the following (in thousands):


	For the Year Ended December 31,
	2022		2021		2020
Current
Federal	$	32,981	$	19,696	$	15,731
State	11,807		8,861		6,617
Total current	44,788		28,557		22,348
Deferred
Federal	2,231		3,228		(2,746)
State	(454)		380		(1,869)
Total deferred	1,777		3,608		(4,615)
Total provision for income taxes	$	46,565	$	32,165	$	17,733

Included in other comprehensive income was the income tax impact attributable to the unrealized gain/loss on debt securities and accretion of unrealized losses on debt securities reclassified to held-to-maturity arising during the year in the amount of $10.4 million, $870,000, and $721,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

The income tax provision reconciled to the income taxes that would have been computed at the statutory federal rate for the years ended December 31, 2022, 2021 and 2020 is as follows (dollars in thousands):


	For the Year Ended December 31,
	2022			2021			2020
Income before provision for income taxes	$	193,922		$	142,241		$	81,042
Federal income tax, at statutory rates	21.0		%	21.0		%	21.0		%
Computed “expected” federal income tax expense	$	40,724		$	29,871		$	17,019
Increase (decrease) in federal income tax expense resulting from
State income taxes, net of federal benefit	8,927			7,223			3,751
Earnings on BOLI	(1,381)			(1,435)			(1,349)
Tax exempt interest	(786)			(768)			(1,161)
Merger related expenses	90			24			138
Stock compensation	26			(110)			(136)


Reclassification of certain tax effect from accumulated other comprehensive income	(157)			(173)			(204)
Research and development and other credits	(471)			(475)			—
Dividends received deduction	(371)			(510)			—
Other items, net	(36)			(1,482)			(325)
Total provision for income taxes	$	46,565		$	32,165		$	17,733

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are presented in the following table (in thousands):


	December 31,
	2022		2021
Deferred tax assets:
Allowance for credit losses on loans and debt securities HTM	$	14,887	$	12,915
Other reserves	2,870		3,115
Incentive compensation	4,715		3,546
Deferred compensation	419		471
Stock plans	2,693		2,565
Unrealized losses on assets held-for-sale	1,080		1,626
Unrealized losses on AFS securities	11,849		1,332
Net operating loss carryforwards related to acquisition	23,100		28,057


Other, net	3,031		1,867

Federal and state alternative minimum tax	2,294		2,295


Total gross deferred tax assets	66,938		57,789
Deferred tax liabilities:

Unrealized gain on equity securities	(2,155)		—
Premises and equipment	(4,362)		(5,704)
Deferred loan and commitment costs, net	(1,937)		(2,579)
Purchase accounting adjustments	(2,300)		(2,056)
Investments, discount accretion	(365)		(371)


Total gross deferred tax liabilities	(11,119)		(10,710)
Net deferred tax assets	$	55,819	$	47,079

The Company has federal net operating losses from the acquisitions of Colonial American Bank (“Colonial American”) and Sun Bancorp, Inc. (“Sun”). At December 31, 2022 and 2021, the net operating losses from Colonial American were $3.9 million and $4.3 million, respectively. These net operating losses are subject to annual limitation under Code Section 382 of approximately $330,000, and will expire between 2029 and 2034. At December 31, 2022 and 2021, the net operating losses

from Sun were $106.1 million and $129.4 million, respectively. These net operating losses are subject to annual limitation under Code Section 382 of approximately $23.3 million through 2022 and $9.3 million thereafter. These net operating losses will expire between 2029 and 2036.

At both December 31, 2022 and 2021, the Company had $2.3 million of Alternative Minimum Tax (“AMT”) Tax Credits that were part of the Sun acquisition. These credits are subject to the same Code Section 382 limitation as indicated above but do not expire.

At December 31, 2022, 2021 and 2020, the Company determined that it is not required to establish a valuation reserve for the remaining net deferred tax assets since it is “more likely than not” that the net deferred tax assets will be realized through future reversals of existing taxable temporary differences, future taxable income and tax planning strategies. The conclusion that it is “more likely than not” that the remaining net deferred tax assets will be realized is based on the history of earnings and the prospects for continued growth. Management will continue to review the tax criteria related to the recognition of deferred tax assets.

Retained earnings at December 31, 2022 included approximately $10.8 million for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988. If the Bank were to liquidate, the entire amount would have to be recaptured and would create income for tax purposes only, which would be subject to the then-current corporate income tax rate.

The Company’s federal and state income tax returns are routinely subject to examination by the Internal Revenue Service and New Jersey, New York, Pennsylvania, and several other state and city tax authorities the Company operates in. The Company believes the assumptions used to record tax-related assets or liabilities have been appropriate. However, such examinations may result in challenges to the tax return treatment applied by the Company to specific transactions.

The Company is currently under examination by the New Jersey Department of Taxation in connection with the 2014 to 2017 tax years. As of December 31, 2022, the Company has not received any notices of proposed adjustments from this audit. The Company also received notification of an upcoming examination by the New York State Department of Taxation and Finance in connection with the 2019 to 2021 tax years. The tax years that remain subject to examination by the federal government and most state or city tax authorities include the tax years 2019 and forward. Excluding the above, the tax years that remain subject to examination by New Jersey are 2018 and forward.

With the enactment of the Tax Reform on December 22, 2017, the federal corporate income tax rate was reduced from 35% to 21% effective January 1, 2018. Accounting guidance required that the effect of income tax law changes on deferred taxes be recognized as a component of income tax expense related to continuing operations, but also to items initially recognized in other comprehensive income. As a result of the reduction in the U.S. federal statutory income tax rate, the Company recognized an additional income tax benefit of $1.9 million for the year ended December 31, 2018 and additional income tax expense of $3.6 million for the year ended December 31, 2017. Because accounting guidance requires the effect of income tax law changes on deferred taxes to be recognized as a component of income tax expense related to continuing operations, this additional income tax expense included $1.8 million related to items recognized in other comprehensive income. These amounts will continue to be reported as separate components of accumulated other comprehensive income until such time as the underlying transactions from which such amounts arose are settled through continuing operations. At such time, the reclassification from accumulated other comprehensive income will be recognized as a net tax benefit. The amount included in accumulated other comprehensive income at December 31, 2022, subject to reclassification, was $550,000.

There were no unrecognized tax benefits for the years ended December 31, 2022, 2021 and 2020.

Note 11. Employee Stock Ownership Plan

The Bank maintains an ESOP which all full-time employees are eligible to participate in after they attain age 21 and complete one year of service during which they work at least 1000 hours. ESOP shares are allocated among participants on the basis of compensation earned during the year. Employees are fully vested in their ESOP account after the completion of five years of credited service or completely, if service was terminated due to death, retirement, disability or change in control of the Company. ESOP participants are entitled to receive distributions from the ESOP account only upon termination of service, which includes retirement and death, except that a participant may elect to have dividends distributed as a cash payment on a quarterly basis.

The ESOP originally borrowed $13.4 million from the Company to purchase 2,013,137 shares of common stock. In 1998, the initial loan agreement was amended to allow the ESOP to borrow an additional $8.2 million in order to fund the purchase of 633,750 shares of common stock. At the same time, the term of the loan was extended from the initial 12 years to 30 years. In 2018, the loan agreement was amended (“amended loan”) to allow the ESOP to borrow an additional $8.4 million in order to

fund the purchase of 292,592 shares of common stock. At the same time, the fixed interest rate of the loan was reduced from 8.25% to 3.25%. On November 9, 2021, the ESOP borrowed an additional $3.2 million from the Company to fund the purchase of 145,693 shares of common stock (“2021 loan”), and the loan had a fixed interest rate of 0.22% that matures on December 31, 2023. Both the amended loan and 2021 loan are to be repaid from contributions by the Bank to the ESOP trustee. The Bank is required to make contributions to the ESOP in amounts at least equal to the principal and interest requirement of both debts.

The Bank’s obligation to make such contributions is reduced to the extent of any dividends paid by the Company on unallocated shares and any investment earnings realized on such dividends. As of December 31, 2022 and 2021, contributions to the ESOP, which were used to fund principal and interest payments on the ESOP loans, totaled $2.7 million and $2.3 million, respectively. During 2022 and 2021, $245,000 and $268,000, respectively, of dividends paid on unallocated ESOP shares were used for debt service. At December 31, 2022 and 2021, the loan had an outstanding balance of $6.8 million and $9.2 million, respectively, and the ESOP had unallocated shares of 317,343 and 437,725, respectively. At December 31, 2022, the unallocated shares had a fair value of $6.7 million. The unamortized balance of the ESOP is shown as unallocated common stock held by the ESOP and is reflected as a reduction of stockholders’ equity.

For the years ended December 31, 2022, and 2021, the Bank recorded compensation expense related to the ESOP of $2.5 million and $2.2 million, respectively, which included $82,000 and $179,000, respectively, of additional compensation expense to reflect the increase in the average fair value of shares committed to be released and allocated shares in excess of the Bank’s cost. For the year ended December 31, 2020, the Bank recorded compensation expense related to the ESOP of $1.1 million including $80,000 related to a decrease in compensation expense to reflect the decrease in the average fair value of shares committed to be released and allocated shares below the Bank’s cost. As of December 31, 2022, 2,645,342 shares had been allocated to participants and 120,382 shares were committed to be released for services rendered in 2022.

Note 12. Incentive Plans

The Company offers long-term incentive plans that provide for the granting of stock awards (both time-vested and performance-based) and stock options, as well as phantom stock units. The Company has established these plans to attract and retain qualified personnel in key positions, provide officers, employees, and non-employee directors with a proprietary interest in the Company as an incentive to contribute to the success of the Company, align the interests of management with those of other stockholders and reward employees for outstanding performance. All officers, other employees, and non-employee directors of the Company and its affiliates are eligible to receive awards under the plans.

Overview of Incentive Plans

The OceanFirst Financial Corp. 2011 Stock Incentive Plan, which authorized the granting of stock options or awards of common stock, was approved by stockholders in 2011. This plan was subsequently amended in 2017 to increase the number of authorized shares available for grant and to update the performance goals under which performance-based awards may be granted.

The OceanFirst Financial Corp. 2020 Stock Incentive Plan, which also authorized the granting of stock options or awards of common stock, was approved by stockholders in 2020. This plan was subsequently amended in 2021 to increase the number of shares authorized for issuance through equity awards.

The following table presents the amount of the plans’ authorized shares and those that remain available for issuance as of December 31, 2022. Both plans allowed the Company to authorize shares subject to options or, in lieu of options, shares in the form of stock awards.


	Authorized Awards			Authorized but Not Issued
	Stock Options	or	Stock Awards	Stock Options	or	Stock Awards
2020 Plan	6,950,000		2,780,000	4,354,574		1,741,830
2011 Plan	4,000,000		1,600,000	200,003		80,001
Total	10,950,000		4,380,000	4,554,577		1,821,831

Stock Awards

The Company grants time-based and performance-based stock awards. Time-based awards vest ratably, and generally have a three- to five- year vesting period. Performance-based stock awards, which are granted to certain senior executives, vest based on the estimated probability of achievement of defined tiered performance goals or include market-based conditions. Tiered

performance goals for each metric are aligned with corresponding tiered vesting values and have been set using financial data from the applicable strategic plan as approved by the Board.

The Company granted performance-based stock awards in 2022, 2021 and 2020. The 2022 performance-based stock awards were issued with a three year cliff vesting schedule and the 2021 and 2020 performance-based stock awards vest in equal amounts over a four- to five-year period.

The 2022 performance-based stock awards include market-based condition awards. The fair value of these awards were estimated through the use of the Monte Carlo valuation model applying the following assumptions:


	2022
Risk-free interest rate	1.36	%
Expected performance period	2.9 years
Expected volatility	41.10	%

The risk-free interest rate is based on the U.S Treasury rate, at valuation date, with a term equal to the expected performance period. The expected performance period reflects the remaining term of the awards’ performance period. Expected volatility is based on actual historical results.

A summary of the granted but unvested stock award activity, which included both time- and performance-based stock awards, for the years ended December 31, 2022, 2021 and 2020 is as follows:


	2022			2021			2020
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at beginning of year:	778,971	$	22.30	575,996	$	23.42	451,443	$	25.61
Granted	279,750	21.47		388,392	21.53		256,649	20.38
Vested	(190,094)	23.14		(126,292)	24.04		(96,564)	24.41
Forfeited	(33,287)	22.17		(59,125)	24.39		(35,532)	26.56
Outstanding at end of year	835,340	$	21.84	778,971	$	22.30	575,996	$	23.42

Stock Options

The Company’s stock options expire 10 years from the date of grant and generally vest at a rate of 20% per year. The exercise price of each option equals the closing market price of the Company’s stock on the grant date. The Company typically issues treasury shares or authorized but unissued shares to satisfy stock option exercises.

The Company did not grant stock options for the years ended December 31, 2022 and 2021. The fair value of stock options granted in 2020 was estimated through the use of the Black-Scholes option pricing model applying the following assumptions:


	2020
Risk-free interest rate	1.03		%
Expected option life	7 years
Expected volatility	23		%
Expected dividend yield	3.33		%

Weighted average fair value of an option share granted during the year	$	2.93
Intrinsic value of options exercised during the year (in thousands)	2,499

The risk-free interest rate is based on the U.S. Treasury rate with a term equal to the expected option life. The expected option life conforms to the Company’s actual experience. Expected volatility is based on actual historical results.

A summary of option activity for the years ended December 31, 2022, 2021 and 2020 is as follows:


	2022			2021			2020
	Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
Outstanding at beginning of year	2,458,255	$	21.02	2,838,867	$	20.67	2,424,032	$	19.80
Granted	—	—		—	—		699,651	20.44

Exercised	(217,038)	14.17		(264,717)	14.80		(213,506)	9.50
Forfeited	—	—		(1,828)	23.78		(6,357)	21.26
Expired	(30,533)	23.68		(114,067)	26.62		(64,953)	22.51
Outstanding at end of year	2,210,684	$	21.66	2,458,255	$	21.02	2,838,867	$	20.67
Options exercisable	1,645,901			1,583,521			1,596,927

The following table summarizes information about stock options outstanding at December 31, 2022:


	Options Outstanding				Options Exercisable
Exercise Prices	Number of Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$11.70 to $16.03	194,374	0.3 years	$	14.19	194,374	0.3 years	$	14.19
16.04 to 20.36	464,706	2.2	17.45		464,706	2.2	17.45
20.37 to 24.69	733,485	6.9	20.55		334,172	6.6	20.68
24.70 to 29.01	818,119	5.2	26.82		652,649	5.0	27.16


	2,210,684	4.7 years	$	21.66	1,645,901	4.0 years	$	21.57

The aggregate intrinsic value for stock options outstanding and stock options exercisable at December 31, 2022 was $3.7 million and $3.4 million, respectively.

Phantom Stock Units

In 2022, the Company also established the OceanFirst Bank Phantom Equity Plan to issue phantom stock units to select senior management employees. The phantom stock units are liability-classified time-based awards, which vest ratably over a three- to five- year period. The fair value is determined based on the Company’s stock price at the grant date and remeasured quarterly. The phantom stock units are settled in cash when they vest.

Compensation Expense

The compensation expense for stock awards, stock options and phantom stock units were as follows (in thousands):


	For the Year Ended December 31,
	2022		2021		2020
Stock awards	$	5,698	$	4,161	$	2,792
Stock options	940		1,244		1,466
Phantom stock units	554		—		—
Total	$	7,192	$	5,405	$	4,258

At December 31, 2022, the Company had an estimated $15.1 million of unrecognized compensation costs related to non-vested stock awards, stock options, and phantom stock units. This cost will be recognized over the remaining vesting period of 2.23 years.

Note 13. Commitments, Contingencies, and Concentrations of Credit Risk

The Company, in the normal course of business, is party to financial instruments and commitments which involve, to varying degrees, elements of risk in excess of the amounts recognized in the consolidated financial statements. These financial

instruments and commitments include unused consumer lines of credit, construction loan lines of credit, commercial lines of credit, and commitments to extend credit.

At December 31, 2022, the following commitments and contingent liabilities existed which are not reflected in the accompanying consolidated financial statements (in thousands):


	December 31, 2022
Unused consumer and residential construction loan lines of credit (primarily floating-rate)	$	410,902
Unused commercial and commercial construction loan lines of credit (primarily floating-rate)	1,368,017
Other commitments to extend credit:
Fixed-rate	59,526
Adjustable-rate	11,280
Floating-rate	95,274

The Company’s fixed-rate loan commitments expire within 90 days of issuance and carried interest rates ranging from 4.50% to 9.50% at December 31, 2022.

At December 31, 2022, the Company had $7.5 million of unfunded capital commitments related to investment funds.

The Company’s maximum exposure to credit losses in the event of nonperformance by the other party to these financial instruments and commitments is represented by the contractual amounts. The Company uses the same credit policies in granting commitments and conditional obligations as it does for financial instruments recorded in the Consolidated Statements of Financial Condition.

These commitments and obligations do not necessarily represent future cash flow requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s assessment of risk. Substantially all of the unused consumer and construction loan lines of credit are collateralized by mortgages on real estate.

At December 31, 2022, the Company is obligated under noncancelable operating leases for premises and equipment. Rental and lease expense under these leases were $6.3 million, $7.2 million, and $7.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Refer to Note 17 Leases for the projected minimum lease commitments as of December 31, 2022.

The Company grants residential real estate and first mortgage commercial real estate loans to borrowers primarily located throughout New Jersey and the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston. The ability of borrowers to repay their obligations is dependent upon various factors including the borrowers’ income, net worth, cash flows generated by the underlying collateral, value of the underlying collateral, and priority of the Company’s lien on the property. Such factors are dependent upon various economic conditions and individual circumstances beyond the Company’s control. The Company is, therefore, subject to risk of loss. A decline in real estate values could cause some residential and commercial real estate loans to become inadequately collateralized, which would expose the Company to a greater risk of loss.

The Company believes its lending policies and procedures adequately minimize the potential exposure to such risks and collateral and/or guarantees are required for most loans.

The Company is a defendant in certain claims and legal actions arising in the ordinary course of business. Management and its legal counsel are of the opinion that the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial condition, results of operations, or liquidity.

Note 14. Earnings Per Share

The following reconciles average shares outstanding for basic and diluted earnings per share for the years ended December 31, 2022, 2021 and 2020 (in thousands):


	December 31,
	2022	2021	2020
Weighted average shares outstanding	59,219	59,873	60,358
Less: Unallocated ESOP shares	(378)	(360)	(426)
Unallocated incentive award shares	(111)	(107)	(13)
Average basic shares outstanding	58,730	59,406	59,919
Add: Effect of dilutive securities:
Incentive awards	148	243	153
Average diluted shares outstanding	58,878	59,649	60,072

For the years ended December 31, 2022, 2021 and 2020, antidilutive stock options of 1,544,000, 1,566,000, and 2,242,000, respectively, were excluded from the earnings per share calculations.

Note 15. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.

Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

Assets and Liabilities Measured at Fair Value

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Debt Securities Available-for-Sale

Debt securities classified as available-for-sale are reported at fair value. Fair value for these debt securities is determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.

Equity Investments

Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Fair value for certain securities, including convertible preferred stock, was determined using broker or dealer quotes with limited levels of activity and price transparency (Level 3). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement

alternative). Certain equity investments without readily determinable fair values are measured at net asset value (“NAV”) per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.

Interest Rate Derivatives

The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.

Other Real Estate Owned and Loans Individually Measured for Impairment

Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is based on independent appraisals (Level 3).

The following table summarizes financial assets and financial liabilities measured at fair value as of December 31, 2022 and 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):


			Fair Value Measurements at Reporting Date Using:
	Total Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
December 31, 2022
Items measured on a recurring basis:
Debt securities available-for-sale	$	457,648	$	—	$	457,648	$	—
Equity investments	61,942		430		61,511		—
Interest rate derivative assets	113,420		—		113,420		—
Interest rate derivative liability	(113,473)		—		(113,473)		—
Items measured on a non-recurring basis:
Equity investments (1) (2)	40,095		—		—		37,076

Loans measured for impairment based on the fair value of the underlying collateral (3)	9,635		—		—		9,635
December 31, 2021
Items measured on a recurring basis:
Debt securities available-for-sale	$	568,255	$	—	$	568,255	$	—
Equity investments	90,726		14,608		73,400		2,718
Interest rate derivative assets	22,787		—		22,787		—
Interest rate derivative liability	(22,855)		—		(22,855)		—
Items measured on a non-recurring basis:
Equity investments	10,429		—		—		10,429
Other real estate owned	106		—		—		106
Loans measured for impairment based on the fair value of the underlying collateral (3)	16,233		—		—		16,233

(1) Primarily consists of $37.1 million of equity investments measured under the measurement alternative, which included $20.0 million of unrealized gains as a result of observable price changes in the investments for the year ended December 31, 2022.

(2) Equity investments of $40.1 million includes $3.0 million of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.

(3) Primarily consists of commercial loans, which are collateral dependent. The amounts are based on independent appraisals, which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses. The range may vary but is generally 0% to 8% on the discount for costs to sell and 0% to 10% on appraisal adjustments.

The following table reconciles, for the year ended December 31, 2022 and 2021, the beginning and ending balances for equity investments that are recognized at fair value on a recurring basis, in the Consolidated Statements of Financial Condition, using significant unobservable inputs (in thousands):


	For the Year Ended December 31,
	2022		2021
Beginning balance	$	2,718	$	2,540

Total gains included in earnings	—		178

Transfers out of Level 3	(2,718)		—

Ending balance	$	—	$	2,718

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. During the year ended December 31, 2022, the Company executed its right to convert $2.7 million of preferred stock into common stock, which resulted in a transfer from Level 3 into Level 1. There were no transfers into or out of Level 3 assets or liabilities in the fair value hierarchy for the year ended December 31, 2021.

Assets and Liabilities Disclosed at Fair Value

A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Cash and Due from Banks

For cash and due from banks, the carrying amount approximates fair value.

Debt Securities Held-to-Maturity

Debt securities classified as held-to-maturity are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 and, infrequently, Level 3 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.

Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities except for certain state and municipal obligations, known as bond anticipation notes, as well as certain debt securities where management utilized Level 3 inputs, such as broker or dealer quotes with limited levels of activity and price transparency.

Restricted Equity Investments

The fair value for Federal Home Loan Bank of New York, Federal Reserve Bank stock, and Atlantic Community Bankers Bank is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.

Loans Receivable and Loans Held-for-Sale

Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.

Fair value of performing and non-performing loans was estimated by discounting the future cash flows, net of estimated prepayments, at a rate for which similar loans would be originated to new borrowers with similar terms.

The fair value of loans was measured using the exit price notion.

Deposits Other than Time Deposits

The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.

Time Deposits

The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold Under Agreements to Repurchase with Customers

Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.

FHLB Advances and Other Borrowings

Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.

The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of December 31, 2022 and 2021 are presented in the following tables (in thousands):


			Fair Value Measurements at Reporting Date Using
	Book Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
December 31, 2022
Financial Assets:
Cash and due from banks	$	167,946	$	167,946	$	—	$	—
Debt securities held-to-maturity	1,221,138		—		1,097,984		12,057
Restricted equity investments	109,278		—		—		109,278
Loans receivable, net and loans held-for-sale	9,869,408		—		—		9,103,137
Financial Liabilities:
Deposits other than time deposits	8,133,186		—		8,133,186		—
Time deposits	1,542,020		—		1,504,601		—
FHLB advances and other borrowings	1,406,569		—		1,416,384		—
Securities sold under agreements to repurchase with customers	69,097		69,097		—		—
December 31, 2021
Financial Assets:
Cash and due from banks	$	204,949	$	204,949	$	—	$	—
Debt securities held-to-maturity	1,139,193		—		1,138,529		14,215
Restricted equity investments	53,195		—		—		53,195
Loans receivable, net and loans held-for-sale	8,583,352		—		—		8,533,506
Financial Liabilities:
Deposits other than time deposits	8,957,815		—		8,957,815		—
Time deposits	775,001		—		773,766		—
Other borrowings	229,141		—		251,491		—
Securities sold under agreements to repurchase with customers	118,769		118,769		—		—

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience,

current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, deferred tax assets and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Note 16. Derivatives and Hedging Activities

The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company does not use derivative financial instruments for trading purposes.

Customer Derivatives – Interest Rate Swaps and Cap Contracts

Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.

These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, therefore changes in fair value are reported in earnings. As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements. The Company recognized gains of $49,000, $72,000, and $428,000 in commercial loan swap income resulting from fair value adjustments for the years ended December 31, 2022, 2021 and 2020, respectively.

Derivatives Designated as Hedging Instruments

For the year ended December 31, 2022, the Company entered into an interest rate swap intended to add stability to its net interest income and to manage its exposure to future interest rate movements associated with a pool of floating rate commercial loans. The swap requires the Company to pay variable-rate amounts indexed to one-month term SOFR to the counterparty in exchange for the receipt of fixed-rate amounts at 4.0% from the counterparty. The swap was designated and qualified as a cash flow hedge, under ASC Topic 815, Derivatives and Hedging. The maximum length of time over which forecasted cash flows are hedged is approximately three years.

The effect on the Company’s accumulated other comprehensive income attributable to cash flow hedge derivative, net of tax, was a $25,000 loss for the year ended December 31, 2022 due to unrealized mark to market losses on the derivative. There were no gains or losses recognized in income from the Company’s cash flow hedge for the year ended December 31, 2022.

The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):


	Notional		Fair Value
			Other assets		Other liabilities
As of December 31, 2022
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts	$	1,368,245	$	113,420	$	113,440
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract	100,000		—		33
Total Derivatives	$	1,468,245	$	113,420	$	113,473
As of December 31, 2021
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts	$	938,727	$	22,787	$	22,855

Credit Risk-Related Contingent Features

The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by being a party to International Swaps and Derivatives Association agreements with third party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with third parties was $40,000 and $19.8 million at December 31, 2022 and 2021, respectively. The amount of collateral received from third parties was $104.5 million at December 31, 2022. The amount of collateral posted with third parties and received from third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $113.5 million and $22.9 million at December 31, 2022 and 2021, respectively.

The interest rate derivatives which the Company executes with the commercial borrowers are collateralized by the borrowers’ commercial real estate financed by the Company.

Note 17. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029.

The following table represents the classification of the Company’s ROU assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):


		For the Year Ended
		December 31, 2022		December 31, 2021
Lease ROU Assets	Classification
Operating lease ROU assets	Other assets	$	19,055	$	17,442
Finance lease ROU asset	Premises and equipment, net	1,532		1,495
Total lease ROU assets		$	20,587	$	18,937

Lease Liabilities
Operating lease liabilities (1)	Other liabilities	$	20,053	$	17,982
Finance lease liability	Other borrowings	1,934		1,904
Total lease liabilities		$	21,987	$	19,886

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $7.7 million and $8.2 million as of December 31, 2022 and 2021, respectively.

The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments. Lease agreements often include one or more options to renew the lease at the Company’s discretion. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability. For the discount rate, ASC Topic 842, Leases requires the Company to use the rate implicit in the lease, provided the rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate, at lease inception, over a similar term. For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019. For the finance lease, the Company utilized its incremental borrowing rate at lease inception.


	December 31, 2022		December 31, 2021
Weighted-Average Remaining Lease Term
Operating leases	6.87 years		8.22 years
Finance lease	6.60 years		7.59 years
Weighted-Average Discount Rate
Operating leases	2.86	%	2.97	%
Finance lease	5.63	%	5.63	%

The following table represents lease expenses and other lease information (in thousands):


	For the Year Ended December 31,
	2022		2021		2020
Lease Expense
Operating lease expense	$	5,000	$	5,935	$	6,438
Finance lease expense:
Amortization of ROU assets	207		199		174
Interest on lease liabilities (1)	104		112		110
Total	$	5,311	$	6,246	$	6,722

Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,466	$	5,263	$	6,298
Operating cash flows from finance leases	104		112		110
Financing cash flows from finance leases	214		195		187

(1)Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.

Future minimum payments for the finance lease and operating leases with initial or remaining terms of one year or more as of December 31, 2022 were as follows (in thousands):


	Finance Lease		Operating Leases
For the Year Ending December 31,
2023	$	350	$	4,333
2024	350		3,961
2025	350		3,741
2026	350		3,008
2027	350		2,027
Thereafter	559		5,348
Total	2,309		22,418
Less: Imputed interest	(375)		(2,365)
Total lease liabilities	$	1,934	$	20,053

Note 18. Variable Interest Entity

The Company accounts for Trident as a variable interest entity (“VIE”) under ASC 810, Consolidation, for which the Company is considered the primary beneficiary (i.e. the party that has a controlling financial interest). In accordance with ASC 810, Consolidation, the Company has consolidated Trident’s assets and liabilities. For further discussion on the acquisition of Trident refer to Note 3 Business Combinations, to this Form 10-K.

The summarized financial information for the Company’s consolidated VIE consisted of the following (in thousands):


	As of December 31, 2022
Cash and cash equivalents	$	30,062
Other assets	941
Total assets	31,003
Other liabilities	28,998
Net assets	$	2,005

100

Note 19. Parent-Only Financial Information

The following condensed statements of financial condition at December 31, 2022 and 2021 and condensed statements of operations and cash flows for the years ended December 31, 2022, 2021 and 2020 for OceanFirst Financial Corp. (parent company only) reflect the Company’s investment in its wholly-owned subsidiaries, the Bank, and OceanFirst Risk Management, Inc., and non-wholly owned subsidiary, Trident, using the equity method of accounting.

Condensed Statement of Financial Condition

(in thousands)


	December 31,
	2022		2021
Assets:
Cash and due from banks	$	10,623	$	8,803
Advances to Bank	32,840		63,480
Equity securities	95,261		87,622
ESOP loan receivable	6,751		9,231
Investment in subsidiaries	1,630,199		1,575,549
Goodwill	5,827		—
Other assets	1,760		2,781
Total assets	$	1,783,261	$	1,747,466
Liabilities and Stockholders’ Equity:
Borrowings	$	193,469	$	227,237
Other liabilities	4,328		3,676
OceanFirst Financial Corp. stockholders’ equity	1,584,662		1,516,553
Non-controlling interest	802		—
Total stockholders’ equity	1,585,464		1,516,553
Total liabilities and stockholders’ equity	$	1,783,261	$	1,747,466

Condensed Statements of Operations

(in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Dividend income – subsidiaries	$	73,011	$	40,000	$	54,000
Interest and dividend income – debt and equity securities	2,387		2,070		949

Interest income – advances to subsidiary Bank	562		298		403
Interest income – ESOP loan receivable	227		289		301

Net gain on equity investments	7,973		7,499		20,460

Total income	84,160		50,156		76,113
Interest expense – borrowings	10,861		11,102		10,592

Operating expenses	4,258		3,307		3,382
Income before income taxes and undistributed earnings of subsidiaries	69,041		35,747		62,139
Benefit (provision) for income taxes	959		1,018		(2,901)
Income before undistributed earnings of subsidiaries	70,000		36,765		59,238
Undistributed earnings of subsidiaries	77,357		73,311		4,071
Net income	147,357		110,076		63,309
Net income attributable to non-controlling interest	754		—		—
Net income attributable to OceanFirst Financial Corp.	$	146,603	$	110,076	$	63,309

101

Condensed Statements of Cash Flows

(in thousands)


	For the Year Ended December 31,
	2022		2021		2020
Cash flows from operating activities:
Net income	$	147,357	$	110,076	$	63,309
Decrease (increase) in advances to subsidiary Bank	30,640		37,824		(73,426)
Undistributed earnings of subsidiary Bank	(77,357)		(73,311)		(4,071)
Net gain on equity investments	(7,973)		(7,499)		(20,460)
Net premium amortization in excess of discount accretion on securities	1,185		755		—
Amortization of deferred costs on borrowings	548		824		576
Net amortization of purchase accounting adjustments	684		542		638
Change in other assets and other liabilities	2,336		7,359		648
Net cash provided by (used in) operating activities	97,420		76,570		(32,786)
Cash flows from investing activities:
Proceeds from sales of equity investments	6,482		98,791		15,339
Purchase of equity investments	(7,207)		(86,462)		(95,228)
Increase in ESOP loan receivable	—		(3,200)		—
Repayments on ESOP loan receivable	2,480		2,040		1,200
Cash consideration for acquisition, net of cash received	(7,084)		—		—
Net cash (used in) provided by investing activities	(5,329)		11,169		(78,689)
Cash flows from financing activities:
Net proceeds from issuance of subordinated notes	—		—		122,180
Repayments of other borrowings	(35,000)		(7,500)		(7,999)
Dividends paid	(47,511)		(44,510)		(42,917)
Purchase of treasury stock	(7,396)		(36,059)		(14,814)
Net proceeds from the issuance of preferred stock	—		—		55,529
Exercise of stock options	424		1,946		1,241
Distributions to non-controlling interest	(788)		—		—
Net cash (used in) provided by financing activities	(90,271)		(86,123)		113,220
Net increase in cash and due from banks	1,820		1,616		1,745
Cash and due from banks at beginning of year	8,803		7,187		5,442
Cash and due from banks at end of year	$	10,623	$	8,803	$	7,187

102


Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Item 9A.			Controls and Procedures

(a)Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (“SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)Management Report on Internal Control Over Financial Reporting

Management of OceanFirst Financial Corp. and its subsidiaries are responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO 2013 Framework”).

Based on this assessment, management determined that, as of December 31, 2022, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report appears on page 55.

(c)Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 9B.			Other Information

None.


Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

103

PART III


Item 10.			Directors, Executive Officers and Corporate Governance

The information relating to directors, executive officers and corporate governance and the Registrant’s compliance with Section 16(a) of the Exchange Act required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2023 under the captions “Corporate Governance,” “Proposal 1. Election of Directors” and “Delinquent Section 16(a) Reports.”


Item 11.			Executive Compensation

The information relating to executive compensation required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2023 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”


Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information relating to security ownership of certain beneficial owners and management and related stockholder matters required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2023 under the caption “Stock Ownership.”

Information regarding the Company’s equity compensation plans existing as of December 31, 2022 is as follows:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
Equity compensation plans approved by stockholders	2,210,684	$	21.66	4,554,577
Equity compensation plans not approved by stockholders	—	—		—
Total	2,210,684	$	21.66	4,554,577


Item 13.			Certain Relationships and Related Transactions and Director Independence

The information relating to certain relationships and related transactions and director independence required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2023 under the captions “Proposal 1. Election of Directors — Board Independence” and “Transactions with Management.”


Item 14.			Principal Accountant Fees and Services

The independent public accounting firm is Deloitte & Touche LLP, Philadelphia, Pennsylvania. Their firm ID as assigned by the PCAOB is 34. The information relating to the principal accounting fees and services is incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting to be held on May 23, 2023 under the caption “Proposal 3. Ratification of Appointment of the Independent Registered Public Accounting Firm.”

104

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following documents are filed as a part of this report:


			PAGE
Report s of Independent Registered Public Accounting Fir ms			52
Consolidated Statements of Financial Condition at December 31, 2022 and 2021			56
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020			57
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020			58
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020			59
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020			60
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022, 2021 and 2020			63

(a)(2) Financial Statement Schedules

All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

105

(a)(3) Exhibits

Exhibit No:

Exhibit Description

Reference

2.1

Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp., Midtown Merger Sub Corp. and Country Bank Holding Company, Inc.

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed by OceanFirst Financial Corp. on August 13, 2019.

2.2

Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp., Hammerhead Merger Sub Corp. and Two River Bancorp.

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed by OceanFirst Financial Corp. on August 13, 2019.

3.1

Certificate of Incorporation of OceanFirst Financial Corp.

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

3.1A

Certificate of Amendment to the Certificate of Incorporation of OceanFirst Financial Corp.

Incorporated herein by reference from Exhibit to Form 8-K filed on June 4, 2018.

3.2

Bylaws of OceanFirst Financial Corp.

Incorporated herein by reference from Exhibit to Form 8-K filed on December 21, 2017.

3.3

Certificate of Designation of 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020.

Incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

4.0

Stock Certificate of OceanFirst Financial Corp.

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

4.1

Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate

Incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

4.2

Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein

Incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

4.3

Form of Depositary Receipt

Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

4.4

Indenture, dated May 1, 2020, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee

Incorporated herein by reference from Exhibit to Form 8-K filed on May 1, 2020.

4.5

First Supplemental Indenture, dated May 1, 2020, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee

Incorporated herein by reference from Exhibit to Form 8-K filed on May 1, 2020.

4.6

Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030

Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on May 1, 2020.

4.7

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed on March 1, 2021.

106

Exhibit No:

Exhibit Description

Reference

10.1

Form of OceanFirst Bank Employee Stock Ownership Plan

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

10.1(a)

Amendment to OceanFirst Bank Employee Stock Ownership Plan

Incorporated herein by reference from the Exhibits to Form 10-K filed on March 25, 1997.

10.1(b)

Amendment to OceanFirst Bank Employee Stock Ownership Plan

Incorporated herein by reference from Exhibit to Form 10-K filed on March 17, 2008.

10.3

OceanFirst Bank 1995 Supplemental Executive Retirement Plan

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

10.3(a)

OceanFirst Bank Executive Supplemental Retirement Income Agreement

Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008.

10.4

OceanFirst Bank Deferred Compensation Plan for Directors

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

10.4(a)

OceanFirst Bank New Executive Deferred Compensation Master Agreement

Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008.

10.5

OceanFirst Bank Deferred Compensation Plan for Officers

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123.

10.5(a)

OceanFirst Bank New Director Deferred Compensation Master Agreement

Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008.

10.18

Amendment and form of OceanFirst Bank Employee Severance Compensation Plan

Incorporated herein by reference from Exhibits to Form 10-Q filed on August 9, 2005.

10.19

Form of OceanFirst Financial Corp. Deferred Incentive Compensation Award Program

Incorporated herein by reference from Exhibits to Form 10-K filed on March 14, 2006.

10.25

Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options

Incorporated by reference from Exhibit to Form 8-K filed May 10, 2011.

10.27

Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan Award Agreement

Incorporated by reference from Exhibit to Form 8-K filed May 10, 2011.

10.28

2011 Stock Incentive Plan

Incorporated herein by reference from Schedule 14-A Revised Definitive Proxy Statement filed on March 31, 2011.

10.28A

Amendment No. 1 to 2011 Stock Incentive Plan

Incorporated herein by reference from Schedule 14-A Definitive Proxy Statement filed on April 26, 2017.

10.29

2011 Cash Incentive Compensation Plan

Incorporated herein by reference from Schedule 14-A Revised Definitive Proxy Statement filed on March 31, 2011.

10.30

Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, and Steven J. Tsimbinos

Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017.

10.32

Supplemental Executive Retirement Account Agreement between Christopher D. Maher and OceanFirst Bank dated June 18, 2013

Incorporated herein by reference from Exhibit to Form 8-K filed June 20, 2013.

10.34

Form of OceanFirst Financial Corp 2011 Stock Incentive Plan Award Agreement for Stock Awards

Incorporated herein by reference from Exhibit to Form 8-K filed January 17, 2014.

10.35

Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Joseph J. Lebel

Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017.

107

Exhibit No:

Exhibit Description

Reference

10.35A

Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Joseph J. Lebel III, and Steven J. Tsimbinos

Incorporated herein by reference from Exhibit to Form 8-K filed on June 27, 2017.

10.38

Separation, Non-Competition and Consulting Agreement, dated as of August 9, 2019, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and Joseph M. Murphy, Jr.

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on December 19, 2019.

10.39

Consulting Agreement, dated as of December 31, 2019, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and William D. Moss

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K/A filed on January 2, 2020.

10.40

OceanFirst Financial Corp. 2020 Stock Incentive Plan

Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 22, 2020.

10.41

Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020.

10.42

Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020.

10.43

Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020.

10.44

Amendment No.1 to the OceanFirst Financial Corp. 2020 Stock Incentive Plan

Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 20, 2021

10.45

Employment Agreement between OceanFirst Financial Corp. and Grace M. Vallacchi

Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

10.46

Executive Change in Control Agreement between OceanFirst Financial Corp. and Grace M. Vallacchi

Incorporated herein by reference to the Exhibits to the Quarterly Report on Form 10-Q filed on November 4, 2021

10.47

Executive Employment Agreement between OceanFirst Financial Corp. and Patrick Barrett

Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

10.48

Confidentiality and Executive Restriction Agreement

Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

10.49

Executive Change in Control Agreement

Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

14.1

Amended OceanFirst Bank, N.A. Code of Ethics and Standards of Personal Conduct

Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

14.2

OceanFirst Financial Corp. Code of Ethics for Senior Officers

Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

21.0

Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities”

Filed herewith.

23.1

Consent of Deloitte & Touche LLP

Filed herewith.

23.2

Consent of KPMG LLP

Filed herewith.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith.

32.1

Certifications pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes Oxley Act of 2002

Filed herewith.

108

Exhibit No:

Exhibit Description

Reference

101.0

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

Filed herewith.

101.INS

XBRL Instance Document

Filed herewith.

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF

XBRL Taxonomy Extension Definitions Linkbase Document

Filed herewith.

104.0

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

Filed herewith.

Item 16. Form 10-K Summary

Not applicable.

109

CONFORMED

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


OCEANFIRST FINANCIAL CORP.

By:			/s/ Christopher D. Maher
			Christopher D. Maher
			Chairman of the Board
			Chief Executive Officer

Date:			February 24, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Name

Date

/s/ Christopher D. Maher

February 24, 2023

Christopher D. Maher

Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

/s/ Patrick S. Barrett

February 24, 2023

Patrick S. Barrett

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Patrick Chong

February 24, 2023

Patrick Chong

(Principal Accounting Officer)

/s/ Anthony R. Coscia

February 24, 2023

Anthony R. Coscia

Director

/s/ Michael D. Devlin

February 24, 2023

Michael D. Devlin

Director

/s/ Jack M. Farris

February 24, 2023

Jack M. Farris

Director

110

Name

Date

/s/ Kimberly M. Guadagno

February 24, 2023

Kimberly M. Guadagno

Director

/s/ Nicos Katsoulis

February 24, 2023

Nicos Katsoulis

Director

/s/ Joseph J. Lebel

February 24, 2023

Joseph J. Lebel

Director, President and Chief Operating Officer

/s/ Joseph M. Murphy, Jr.

February 24, 2023

Joseph M. Murphy, Jr.

Director

/s/ Steven M. Scopellite

February 24, 2023

Steven M. Scopellite

Director

/s/ Grace C. Torres

February 24, 2023

Grace C. Torres

Director

/s/ Patricia L. Turner

February 24, 2023

Patricia L. Turner

Director

/s/ John E. Walsh

February 24, 2023

John E. Walsh

Director

111

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