OCFC 10-K & 10-Q changes, risk factors and insider trading

Risk Factors Summary

The Company’s material risk factors that could adversely affect the business, financial condition, and results of operations are categorized as follows:

•Risks Related to the Pending Merger with Flushing and Investment from Warburg

•Risks Related to Lending Activities

•Risks Related to Economic Matters

•Risks Related to Interest Rates

•Risks Related to Acquisitions and Growth

•Risks Related to Loan Sales

•Risks Related to Laws and Regulations

•Risks Related to Dividend Payments

•Risks Related to Competition

•Risks Related to Strategic Matters

•Risks Related to Operational Matters

•Risks Related to Accounting and Internal Controls Matters

•Risks Related to Environmental and Other Global Matters

•Risks Related to Card Networks

•Other Risks Related to the Business

Risks Related to the Pending Merger with Flushing and Investment from Warburg

The market price of the Company’s common stock after the Mergers may be affected by factors different from those currently affecting the shares of the Company’s common stock. As a result of the First Merger, certain adjustments may be made to the combined company’s business as a result of the Mergers. Accordingly, the results of operations of the combined company and the market price of the Company’s common stock after the completion of the Mergers may be affected by factors different from those currently affecting the independent results of operations of each of the Company and Flushing.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Mergers. Before the Mergers and the Bank Merger may be completed, the requisite approvals, consents and non-objections must be obtained from the FRB, OCC and NYDFS. Under the Investment Agreement, before the Investment by Warburg may be completed, Warburg must have received reasonably satisfactory oral confirmation from staff of the legal division of the FRB that the consummation of the transactions contemplated by the Investment Agreement will not result in Warburg being deemed to have, or have acquired, “control” of the Company or any of its subsidiaries for purposes of the BHC Act or CIBC Act and the implementing regulations thereunder, either (a) individually or (b) as part of an “association” or group “acting in concert” with any other person with respect to the transactions contemplated by the Investment Agreement contemplated to occur at the Investment closing, as those terms are defined and interpreted by the FRB under Regulation Y (12 C.F.R. Part 225). Other approvals, waivers or consents from regulators may also be required, both for the Mergers and for the Investment.

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

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the Merger Agreement or the Investment Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying or jeopardizing the completion of any of the transactions contemplated by the Merger Agreement or the Investment Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Mergers or otherwise reducing the anticipated benefits of the Mergers (including the Investment and its inclusion as common equity tier 1 capital, assuming the Mergers and the Investment are consummated successfully and within the expected timeframe). In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in abandonment of the Mergers and the Investment. Additionally, the completion of the Mergers and the Investment is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prevent, prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement or the Investment Agreement, as applicable.

The Company and Flushing have agreed in the Merger Agreement to use commercially reasonable efforts to (a) promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the Merger Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities and (b) respond to any request for information and to resolve any objection that may be asserted by any governmental entity with respect to the Merger Agreement or the transactions contemplated thereby in each case in a reasonably prompt and timely matter, including the sale, divestiture or disposition of assets, properties or businesses of the Company, Flushing or their respective subsidiaries. However, under the terms of the Merger Agreement, neither the Company nor Flushing, nor any of their respective subsidiaries, is required or permitted (without the written consent of the other party), to take any action, or agree to any condition or restriction, in connection with obtaining the requisite regulatory approvals that would reasonably be expected to have, individually or in the aggregate, a material adverse effect (measured on a scale relative to the Company and its subsidiaries, taken as a whole) on the combined company and its subsidiaries, taken as a whole, after giving effect to the Mergers.

The Company and Warburg have agreed in the Investment Agreement to use reasonable best efforts to promptly prepare and file for all permits, consents, approvals, confirmations and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the investment as promptly as reasonably practicable, and to respond to any request for information from any government authority related to the foregoing, so as to enable the parties to consummate the transactions contemplated by the Investment Agreement. However, under the terms of the Investment Agreement, neither the Company nor any of its subsidiaries is permitted (without the written consent of the other party), and none of Warburg or any of their affiliates is required, to take any action, or commitment to take or refrain from taking any action, or acceptance or agreement to any condition or restriction, in each case, that would reasonably be expected to cause Warburg, its affiliates or any of their partners or principals to (a) “control” the Company or be required to become a bank holding company, in each case, pursuant to the BHC Act; (b) “control” the Company or be required to provide prior notice pursuant to the CIBC Act; (c) serve as a source of financial strength to the Company pursuant to the BHC Act; or (d) enter into any capital or liquidity maintenance agreement or any similar agreement with any governmental entity, provide capital support to the Company, Flushing or any of their respective subsidiaries or otherwise commit to or contribute any additional capital to, provide other funds to, or make any other investment in, the Company, Flushing or any of their respective subsidiaries.

Consummation of the Mergers is conditioned upon the prior or concurrent closing of the Investment. As a condition to the consummation of the Mergers, the Company must prior to or concurrently therewith consummate the purchase and sale of the Company’s common stock and the Company’s NVCE Stock by Warburg pursuant to the Investment Agreement. Although the Company has a legally binding agreement with Warburg pursuant to which Warburg has agreed to invest $225 million in the Company’s qualifying equity securities substantially concurrently with the Merger closing, the obligation of Warburg to make such Investment is subject to various conditions. Failure to consummate (or a delay in consummating) the Investment may cause the failure or delay in the ability of the parties to consummate the Mergers.

Failure to consummate the Mergers and Investment could negatively impact the Company. The consummation of the Mergers is subject to the receipt of requisite regulatory and requisite stockholder approvals and the satisfaction of other customary closing conditions, including the substantially concurrent consummation of the Investment. If the Mergers are not completed for any reason, including as a result of the Company’s stockholders or Flushing’s stockholders failing to grant the applicable requisite stockholder approval at the applicable company’s special stockholders meeting or the imposition of a materially burdensome regulatory condition resulting in either the Company or Flushing refusing to consummate the Mergers, there may be various adverse consequences and the Company may experience negative reactions from the financial markets and from their customers and employees. For example, the Company’s business may each be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of consummating the Mergers.

Additionally, if the Merger Agreement is terminated, the market price of the Company’s common stock could decline to the extent that current market prices reflect a market assumption that the Mergers and/or the Investment will be beneficial and will be consummated. The Company or Flushing also could be subject to litigation related to any failure to complete the Mergers or, in the case of the Company, the Investment or to proceedings commenced against the Company or Flushing to perform its obligations under the Merger Agreement or, in the case of the Company, the Investment Agreement. If the Merger Agreement is terminated under certain circumstances, either party may be required to pay a termination fee equal to $21.4 million to the other party. If the Company receives a termination fee from Flushing, it may be required to remit a portion of that fee to Warburg. The Merger Agreement also provides that the Company will be required to pay Flushing a termination fee equal to $46.3 million under certain circumstances where the Merger Agreement is terminated due to the Investment not being consummated.

Additionally, the Company has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement and the Investment Agreement, as well as the costs and expenses of preparing, filing, printing and mailing of a joint proxy statement/prospectus in connection with the Mergers, and all filing and other fees paid in connection with the Mergers. If the Mergers and/or the Investment are not completed, the Company and Flushing would have to pay these expenses without realizing the expected benefits of the Mergers and/or the Investment, as applicable. Although the Company or Flushing may be entitled to receive a termination fee from the other party if the Merger Agreement is terminated under certain circumstances, (a) such payments may not be sufficient to fully compensate the Company for the losses it may incur in connection with a failure of the Mergers to be consummated and (b) the Company may be required to remit a portion of the termination fee it receives to Warburg.

Combining the Company and Flushing may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits of the Mergers. The success of the Mergers will depend, in part, on the anticipated cost savings from combining the businesses of the Company and Flushing. To realize certain anticipated benefits and cost savings from the Mergers, the Company and Flushing must successfully integrate and combine their businesses in a manner that permits those benefits and cost savings to be realized without adversely affecting current revenues and future growth. If the Company and Flushing are not able to successfully achieve these objectives, such anticipated benefits and cost savings of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the Mergers could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the Mergers and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the capital position, revenues, levels of expenses and operating results of the combined company following the completion of the Mergers, which may adversely affect the value of the common stock of the combined company following the completion of the Mergers.

The Company and Flushing have operated and, until the completion of the Mergers, must continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with their stakeholders or to achieve the anticipated benefits and cost savings of the Mergers. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on the Company during this pre-closing period and for an undetermined period after consummation of the Mergers on the combined company.

Furthermore, the board of directors and executive leadership of the combined company and the surviving bank will consist of former directors and executive officers from each of the Company and Flushing, as well as the Warburg director. Combining the boards of directors and management teams of each company into a single board of directors and a single management team could require the reconciliation of differing priorities and philosophies.

The combined company may be unable to retain the Company’s and/or Flushing’s personnel successfully after the Mergers are completed. The success of the Mergers will depend, in part, on the combined company’s ability to retain the talent and dedication of key employees currently employed by the Company and Flushing. It is possible that these employees may decide not to remain with the Company or Flushing, as applicable, while the Mergers are pending or with the combined company after the Mergers are consummated. If the Company and Flushing are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, the Company could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the Mergers, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. The Company and Flushing also may not be able to locate or retain suitable replacements for any key employees who leave either company.

The Company and Flushing will be subject to business uncertainties and contractual restrictions while the Mergers are pending. Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on the Company. These uncertainties may impair the Company’s or Flushing’s ability to retain and motivate key personnel until the Mergers are completed and could cause customers and others that deal with the Company or Flushing to seek to change existing business relationships with the Company or Flushing. In addition, subject to certain exceptions, each of the Company and Flushing has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to (a) consummate the transactions contemplated by the Merger Agreement on a timely basis without the consent of the other party and (b) in the case of the Company, obtain any necessary approvals of any governmental entity in connection with the Investment without the consent of Warburg. These restrictions may prevent the Company or Flushing from pursuing attractive business opportunities that may arise prior to the completion of the Mergers.

The Company and Flushing have incurred, and the combined company is expected to incur substantial costs related to the Mergers and integration. The Company and Flushing have incurred and expect to incur a number of non-recurring costs associated with the Mergers and the Investment. These costs include legal, financial, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs, closing, integration and other related costs. Some of these costs are payable by the Company and/or Flushing regardless of whether the Mergers are completed.

In addition, the combined company will incur integration costs following the completion of the Mergers as the Company and Flushing integrate their businesses, including facilities and systems consolidation costs and employment-related costs. The Company and Flushing may also incur additional costs to maintain employee morale and to retain key employees. There are many processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While the Company and Flushing have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the Mergers, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

Stockholder litigation related to the Mergers and/or the Investment could prevent or delay the completion of the Mergers and/or the Investment, result in the payment of damages or otherwise negatively impact the business and operations of the Company or Flushing. Stockholders may bring claims in connection with the Mergers and/or the Investment and, among other remedies, may seek damages or an injunction preventing the Mergers and/or the Investment from closing. If any plaintiff were successful in obtaining an injunction prohibiting the Company or Flushing from completing the Mergers or any other transactions contemplated by the Merger Agreement or the Company and Warburg from consummating the Investment (or any portion thereof), then such injunction may delay or prevent the effectiveness of the Mergers and the Investment and could result in costs to the Company or Flushing, including costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the Mergers and/or the Investment. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of the Company, Flushing or the combined company.

The Merger Agreement may be terminated in accordance with its terms, and the Mergers may not be consummated. The obligation of the Merger Agreement parties to consummate the first Merger is subject to a number of conditions that must be satisfied or waived in order to consummate the Mergers. Those conditions include, among other things: (a) receiving the requisite Company and Flushing stockholder approvals of certain matters relating to the Mergers at each company’s respective special stockholders meeting; (b) the authorization for listing on the Nasdaq Global Select Market, subject to official notice of issuance, of the shares of the Company’s common stock to be issued pursuant to the Merger Agreement, (c) the receipt of the requisite regulatory approvals and that no requisite regulatory approval contains any materially burdensome regulatory condition; (d) the absence of any order, injunction, decree or other legal restraint preventing the consummation of the Mergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal; (e) the registration statement filed by the Company relating to the Company’s common stock to be issued in the First Merger being declared effective by the SEC under the Securities Act and not withdrawn; and (f) the consummation of the investment concurrently with the closing of the Mergers. Each party’s obligation to consummate the Mergers is also subject to certain additional conditions, including: (i) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party (including the absence of any material adverse effect, as defined in the Merger Agreement); (ii) the performance in all material respects by the other party of its obligations under the Merger Agreement; and (iii) the receipt by each party of an opinion from its counsel to the effect that the Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code.

These conditions to the consummation of the first Merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the Mergers may not be consummated. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the requisite stockholder approvals, or Flushing or the Company may elect to terminate the Merger Agreement in certain other circumstances.

The Investment Agreement may be terminated in accordance with its respective terms and the Investment may not be consummated. The obligation of the parties to the Investment Agreement to consummate the Investment is subject to a number of conditions which must be satisfied or waived in order to consummate the Investment. Those conditions include, among other things: (a) all of the conditions to the Merger closing will have been satisfied or waived, other than the investment condition and those conditions that by their nature can only be satisfied or waived at the Merger closing (but subject to such conditions then being satisfied or waived), (b) the first Merger will have been consummated, or will be consummated substantially concurrently with the Investment closing, in accordance with the terms and conditions of the Merger Agreement; (c) Warburg must have received reasonably satisfactory oral confirmation from staff of the legal division of the FRB that the consummation of the Investment will not result in Warburg being deemed to have, or to have acquired, “control” of the Company or any of its subsidiaries for purposes of the BHC Act or CIBC Act; and (d) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Investment or making the completion of the Investment or any of the other transactions contemplated by the Investment Agreement illegal. Each party’s obligation to consummate the Investment is also subject to certain additional customary conditions, including (i) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, and (ii) the performance in all material respects by the other party of its obligations under the Investment Agreement.

These conditions to the consummation of the Investment may not be satisfied or waived in a timely manner or at all, and, accordingly, the Investment may not be consummated. In addition, the parties to the Investment Agreement can mutually decide to terminate the Investment Agreement at any time, before or after the requisite stockholder approvals, or the parties may elect to terminate the Investment Agreement in certain other circumstances.

The announcement of the Mergers could disrupt the Company’s and Flushing’s relationships with their employees, customers, suppliers, business partners and others, as well as their operating results and business generally. Whether or not the Mergers are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Mergers on the Company’s and Flushing’s business include the following:

•their employees may experience uncertainty about their future roles, which might adversely affect the Company’s and Flushing’s ability to retain and hire key personnel and other employees;

•customers, suppliers, business partners and other parties with which the Company and Flushing maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with the Company and Flushing or fail to extend existing relationships with the Company and Flushing; and

•The Company and Flushing have each expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the Mergers.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The Merger Agreement limits the Company’s abilities to pursue alternatives to the Mergers and may discourage other companies from trying to acquire Company. The Merger Agreement contains “no shop” covenants that restrict the Company’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage or participate in any negotiations concerning, or provide any confidential or nonpublic information or data relating to, any alternative acquisition proposals, subject to certain exceptions. These provisions, which could result in a $21.4 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company or Flushing from considering or making that acquisition proposal.

Issuance of shares of the Company’s common stock in connection with the Mergers and the Investment may adversely affect the market price of the Company’s common stock. In connection with the payment of the Merger consideration, based on the number of shares of Flushing common stock outstanding or reserved for issuance, the Company expects to issue approximately 11.4 million shares of the Company’s common stock and NVCE Stock to the holders of Flushing restricted stock unit awards in the aggregate in the first Merger. In addition, in connection with the Investment, the Company expects to issue approximately 9.5 million shares of the Company’s common stock to Warburg. The issuance of these new shares of the Company’s common stock may result in fluctuations in the market price of the Company’s common stock, including a stock price decrease.

The performance of New York City multifamily real estate loans could be adversely impacted by regulation. In 2019, New York enacted legislation increasing the restrictions on rent increases in a rent-regulated apartment building, including, among other provisions, (1) repealing the vacancy bonus and longevity bonus, which allowed a property owner to raise rents as much as 20% each time a rental unit became vacant, (2) eliminating high rent vacancy deregulation and high-income deregulation, which allowed a rental unit to be removed from rent stabilization once it crossed a statutory high-rent threshold and became vacant, or the tenant’s income exceeded the statutory amount in the preceding two years, and (iii) eliminating an exception that allowed a property owner who offered preferential rents to tenants to raise the rent to the full legal rent upon renewal. This legislation generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent- regulated apartments to market rate apartments. For example, the New York City Rent Guidelines Board established that on certain apartments, for a one-year lease beginning on or after September 30, 2024, the maximum rent increase is 3.0%, even though the overall inflation rate increased at a higher rate. Further restrictions on rent-regulated properties may be enacted or existing restrictions strengthened as a result of the results of the recent New York City mayoral election. As a result, the value of the collateral located in New York securing multifamily loans or the future net operating income of such properties could potentially become impaired. At December 31, 2025, the total multifamily rent regulated exposure in New York was approximately $28 million, or 0.19%, of the Company’s total assets.

•Low cost or non-interest-bearing deposits may decrease;

•Inflation may accelerate, which may increase operating costs and also may increase real estate costs and lower customer buying power, thereby reducing loan demand;

•The value of securities portfolio may decrease;

On October 15, 2025, the Company outsourced its residential loan originations, which also included home equity loans and lines and other consumer, to a national mortgage banking company. The Company continued to process outstanding commitments to originate residential and consumer loans through December 2025. As of December 31, 2025, the Company had $9.5 million of residential loans and no consumer loans in the pipeline, which represents the remaining commitments expected to close in 2026.

The Company has benefited from and remains focused on efforts to attract business deposits in conjunction with its commercial lending operations and from an expanded mix of retail products and services. Ongoing product development and design to deepen market penetration will allow the Company to rely on competencies in commercial lending and the retail branch network to drive growth and diversification of deposits. The Company continues to invest in the overall customer experience with the Company’s customer satisfaction performance and digital capabilities on par with national banks and fintech companies.

The Company also analyzes the need to raise additional capital in the future, through issuance of debt or equity, to meet its commitments and business needs. During 2025, the Company redeemed in full its preferred stock for $55.5 million and issued $185.0 million of subordinated notes in October 2025 at an initial rate of 6.375% and stated maturity of November 15, 2035. The proceeds were primarily used to redeem the Company’s subordinated notes due May 15, 2030, with a principal amount of $125.0 million, in November 2025. Further, in December 2025, the Bank executed a credit risk transfer consisting of a credit default swap related to a $1.52 billion pool of on-balance sheet residential mortgage loans, as the buyer of credit protection, to optimize regulatory capital levels and reduce credit risk.

Over the past five years, the Company has implemented or announced two 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. On July 16, 2025, the Company announced its Board authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares. For the year ended December 31, 2025, the Company repurchased 1,433,537 shares of its common stock. Of these repurchased shares, 108,621 shares were repurchased outside of the Company’s stock repurchase program. The Company repurchased these shares from employees that elected to sell shares to cover their withholding tax obligations on vested stock awards and options. At December 31, 2025, the Company remains authorized to repurchase 3,226,284 shares and will prudently evaluate repurchase opportunities while maintaining existing capital levels.

Other liabilities decreased by $89.1 million to $209.3 million, from $298.4 million, mostly due to a decrease in the market values of derivatives associated with customer interest rate swaps and related collateral received from counterparties.

During the year ended December 31, 2025, the Company repurchased 1,433,537 shares totaling $24.9 million at a weighted average cost of $17.21, which includes repurchases of exercised options and awards from employees outside of the share repurchase program. On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares. As of December 31, 2025, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.

The Company’s stockholders’ equity to assets ratio was 11.42%, as compared to 12.69% and book value per common share decreased to $28.97, as compared to $29.08.

Comparison of Operating Results for the Years Ended December 31, 2025 and December 31, 2024

Net income available to common stockholders decreased to $67.1 million, or $1.17 per diluted share, as compared to $96.0 million, or $1.65 per diluted share. Net income available to common stockholders for the year ended December 31, 2025 included a net gain on equity investments of $916,000, restructuring charges of $11.5 million, merger related expenses of $4.3 million, credit risk transfer execution expense of $1.3 million, a $210,000 FDIC special assessment release, and a net loss on redemption of preferred stock of $1.8 million. These items decreased net income in the current year by $14.8 million, net of tax. The above items decreased diluted earnings per share by $0.26. Net income for the year ended December 31, 2024 included the Spring Garden opening provision for credit losses of $1.4 million, net gain on equity investments of $4.2 million, a net gain on sale of a portion of its trust business of $2.6 million, a FDIC special assessment fees of $418,000 and merger related expenses of $1.8 million. These items increased net income for the prior year by $2.5 million, net of tax.

Interest income remained relatively stable at $642.5 million, from $642.2 million. The yield on average interest-earning assets decreased to 5.17%, from 5.23%, while the average balance of interest-earning assets increased by $149.1 million. This was primarily driven by an increase in commercial and residential loans.

Interest expense decreased to $282.2 million, from $308.1 million, and the cost of average interest-bearing liabilities decreased to 2.81%, from 3.10%. This was primarily due to lower total cost of deposits, which decreased to 2.08%, from 2.36%. Average interest-bearing liabilities increased by $120.5 million, primarily due to an increase in total deposits.

Net interest income increased to $360.2 million, from $334.0 million. Net interest margin increased to 2.90%, from 2.72%, primarily due to the decrease in cost of funds outpacing the decrease in yield on average interest-earning assets.

Provision for credit losses was $16.2 million, as compared to $7.7 million. The prior year included a $1.4 million initial provision for credit losses related to the acquisition of Spring Garden. The current year provision was primarily driven by net loan growth, an increase in unfunded loan balances and commitments, and elevated macroeconomic uncertainty, partly offset by overall improvements in criticized and classified loans.

Net loan charge-offs were $5.4 million for the current year, as compared to $1.6 million in the prior year. The current year included charge-offs of $2.5 million for four commercial relationships related to the Spring Garden acquisition, and charge-offs of $1.5 million related to sales of non-performing residential and consumer loans during the year. The prior year includes the impact of a $1.6 million charge-off related to a single commercial real estate relationship that was sold in the prior year.

Other income decreased to $44.7 million, as compared to $50.2 million. Other income for the year ended December 31, 2025 was favorably impacted by net gains on equity investments of $916,000. The prior year was favorably impacted by net gains on equity investments of $4.2 million and a net gain on sale of a portion of its trust business of $2.6 million. The remaining increase of $423,000 was primarily driven by increases in commercial loan swap income of $2.8 million due to new swaps, net gain on sale of loans of $1.3 million, and non-recurring other income of $1.9 million in the current year. These were partly offset by decreases in fees and service charges of $3.9 million related to lower title fees and a decrease of $855,000 related to a non-recurring gain on sale of assets in the prior year.

Operating expenses increased to $296.2 million, as compared to $245.9 million. Operating expenses for the year ended December 31, 2025 were adversely impacted by $11.5 million of restructuring expenses, $4.3 million of merger related expenses, and $1.3 million of credit risk transfer execution expense, partly offset by a $210,000 release of FDIC special assessment fees. The prior year was adversely impacted by $1.8 million of merger related expenses and $418,000 of FDIC special assessment fees. The remaining increase of $35.7 million, was primary driven by an increase in compensation and benefits expense of $21.0 million related to acquisitions at the end of the prior year and the addition of commercial banking teams during the current year. Additional drivers were increases in professional fees of $4.3 million, partly related to Premier Banking recruitment fees, data processing expense of $3.4 million, other operating expenses of $3.3 million, primarily related to loan servicing expenses, occupancy expense of $2.1 million, partly due to additional space for commercial banking teams, and federal deposit insurance and regulatory assessments of $1.3 million.

The provision for income taxes was $21.5 million, as compared to $30.3 million. The effective tax rate was 23.2% for both years. The current year’s effective tax rate was adversely impacted by non-deductible merger expenses. The prior year’s effective tax rate was adversely impacted by a non-recurring write-off of a deferred tax asset of $1.2 million net of other state effects and credits.

The Company issued $185.0 million of subordinated notes in October 2025 at an initial rate of 6.375% and stated maturity of November 15, 2035. The proceeds were primarily used to redeem the Company’s subordinated notes due May 15, 2030, with principal amount of $125.0 million, in November 2025.

The Company’s cash needs for the year ended December 31, 2025 were primarily satisfied by increased deposits, net proceeds from FHLB advances, and principal repayments of securities, and primarily utilized to fund loan growth and to purchase debt securities. The Company’s cash needs for the year ended December 31, 2024 were primarily satisfied by FHLB advances and principal and interest payments on loans and securities and primarily utilized for the reduction of deposits.

(2) The number of shares outstanding and all common share-related calculations, including earnings per share, and book value per share, are calculated using both common stock and NVCE Stock, which are participating securities. All NVCE shares presented in this document are reported on an as-converted common stock equivalent basis.

*NM - Not meaningful.

•Organic Growth: The Company generated continued organic growth across its legacy portfolio, with commercial loans increasing $154 million, or 2%, non-interest bearing deposits increasing $101 million, or 6%, and $150 million of deposit growth from Premier Banking teams, reflecting the Company’s focus on core relationships. These results underscore the continued strength of the core growth initiatives, which the Flushing franchise will further bolster.

•Flushing Acquisition: On June 1, 2026, the Company completed its acquisition of Flushing Financial Corporation, the holding company of Flushing Bank. Flushing added $8.69 billion to total assets, $6.19 billion to loans and loans held-for-sale, and $7.44 billion to deposits. Flushing added 30 retail branches across New York City and Long Island.

•Balance Sheet Repositioning: The Company sold $1.31 billion of multifamily loans from the Flushing acquisition at a price of 92.25% and invested the $1.20 billion of net proceeds into highly-liquid, investment grade securities. The repositioning reduces commercial real estate concentration by approximately 50 percentage points to 381%1, while increasing liquidity as indicated by on-hand liquidity2 increasing to 11.5% of assets and the loan-to-deposit ratio falling to 91.60%. Additionally, the allowance for credit losses increased to 1.29% of total loans receivable.

•Operating Expenses: The Company anticipates full integration of Flushing’s operations and systems in the third quarter of 2026. The resulting operating synergies are expected to improve efficiency and reduce operating expenses in future periods.

On June 1, 2026, the Company completed its acquisition of Flushing and its results of operations from June 1, 2026 through June 30, 2026 are included in the consolidated results for the three and six months ended June 30, 2026, but are not included in the results of operations for the corresponding prior year periods.

During the quarter ended June 30, 2025, the Company redeemed all of its preferred stock for an aggregate payment of $57.4 million, at a redemption price of $25.00 per share, which resulted in a net loss on redemption of $1.8 million for the prior year periods.

1 Reflects the bank-level regulatory CRE concentration ratio, calculated as regulatory commercial real estate divided by Tier 1 capital plus the ACL.

2 On-hand liquidity equals cash, unpledged securities and funding capacity at the FHLB and Federal Reserve Bank Discount Window.

Recent Developments

Acquisition of Flushing Financial Corporation

On June 1, 2026, the Company completed its acquisition of Flushing, pursuant to which Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), merged with and into Flushing (the “First-Step Merger”), with Flushing continuing as the surviving entity. Immediately following the First-Step Merger, Flushing merged with and into the Company, with the Company continuing as the surviving corporation (the “Second-Step Merger” and together with the First-Step Merger, the “Merger”). On the day immediately following the closing date of June 1, 2026, Flushing Bank, a New York-chartered non-member bank and, prior to the Second-Step Merger, a wholly-owned subsidiary of Flushing merged with and into the Bank, with the Bank continuing as the surviving bank.

Each share of common stock, par value $0.01 per share, of Flushing issued and outstanding immediately prior to the completion of the Merger, was converted into the right to receive 0.85 of a share of common stock, par value $0.01 per share, of the Company. Holders of Flushing common stock also became entitled to receive cash in lieu of fractional shares of the Company’s common stock.

Concurrent with the completion of the Merger, the Company raised $225 million of equity from affiliates of funds managed by Warburg Pincus, in which the Company issued and sold to Warburg Pincus 9.6 million shares of Company’s common stock, at $19.76 per share, 1,812 shares of a new class of NVCE Stock representing the economic equivalent of approximately 1.8 million shares of Company’s common stock, at $19,760 per share of NVCE Stock and issued to Warburg Pincus a warrant to purchase approximately 11.4 million shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock.

The NVCE Stock was issued as a series of preferred stock, in accordance with the Investment Agreement dated December 29, 2025. The NVCE Stock is not listed or traded on any national securities exchange or automated quotation system, and there currently is no established trading market for such stock. The NVCE Stock does not have voting rights and ranks equally with, and has identical rights, preferences and privileges as the voting common stock with respect to dividends or distributions (including regular quarterly dividends) declared by the Board and rights upon any liquidation, dissolution, winding up or similar proceeding of the Company.

The warrant carries a term of seven years and can be exercised voluntarily following the third anniversary of the investment. The warrant can also be voluntarily exercised prior to the third anniversary of the investment, in the event the market price of the Company’s common stock reaches or exceeds $30 per share at the closing of any trading day or in connection with certain change of control transactions involving the Company. The warrant is subject to mandatory exercise, at any time, in the event the market price of Company’s common stock reaches or exceeds $30 per share for a certain number of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, Warburg Pincus will be entitled to receive additional shares if it exercises the warrant in connection with such transaction.

The Company completed the acquisition to, among other things, expand the Company’s presence within the highly attractive, deposit-rich New York markets of Suffolk, Nassau, Queens, Brooklyn, and Manhattan counties.

For further information, see Note 2. Business Combination.

Total assets increased by $8.71 billion to $23.27 billion, due to the acquisition of Flushing which added $8.69 billion to total assets. Total loans increased by $5.24 billion to $16.28 billion, from $11.03 billion, primarily due to Flushing totaling $6.19 billion partly offset by $1.31 billion of multifamily loans sold during the quarter for a price of $1.20 billion, net of costs to sell. Debt securities held-to-maturity and available-for-sale increased by $2.82 billion, primarily due to the acquisition of Flushing totaling $1.54 billion and the reinvestment of proceeds from the loan sales into securities. Bank owned life insurance increased by $233.6 million to $503.9 million, from $270.3 million driven by the acquisition of Flushing. As part of the acquisition of Flushing, the Company’s goodwill balance increased to $529.8 million, from $517.5 million and intangibles increased to $90.6 million, from $9.0 million.

Other assets increased by $217.7 million to $367.0 million, from $149.3 million primarily due to revaluation of deferred tax assets as a result of the acquisition of Flushing and increase in market values of derivatives associated with customer interest rate swaps.

3 Flushing amounts refer to estimated fair values as of the June 1, 2026 acquisition date, unless otherwise noted.

Net income available to common stockholders for the three and six months ended June 30, 2025 included net gains on equity investments of $488,000 and $693,000, respectively, which increased net income by $373,000 and $529,000, net of tax. Additionally, net income available to common stockholders for the three and six months ended June 30, 2025 included a net loss on redemption of preferred stock of $1.8 million.

Three months ended June 30, 2026 vs. June 30, 2025

Six months ended June 30, 2026 vs. June 30, 2025

Interest expense increased to $160.7 million from $134.2 million. The average balance of interest-bearing liabilities increased by $2.23 billion, driven by the acquisition of Flushing, with the remaining increases related to deposits and FHLB advances. The cost of average interest-bearing liabilities decreased to 2.70% from 2.77%, primarily due to repricing of deposits and FHLB advances, partially offset by the addition of deposits acquired from Flushing at higher rates. The total cost of deposits decreased four basis points to 2.02% from 2.06%.

Net loan charge-offs were $1.5 million and $2.2 million for the three and six months ended June 30, 2026, as compared to $2.2 million and $2.9 million for the corresponding prior year periods. Net loan charge-offs to average total loans were 0.05% and 0.04% for the three and six months ended June 30, 2026, as compared to 0.09% and 0.06% for the corresponding prior year periods.

Three months ended June 30, 2026 vs. June 30, 2025

Furthermore, there was also a decrease in fees and service charges of $1.8 million and a decrease in net gain on sale of loans of $1.2 million due to the discontinuation of residential loan originations, including the disposition of the title business at the beginning of the fourth quarter last year. In addition, the prior period included non-recurring other income of $1.1 million. This was partly offset by increases in net gain on other real estate operations of $1.5 million and commercial loan swap income of $1.4 million.

Six months ended June 30, 2026 vs. June 30, 2025

Other income decreased to $17.3 million, as compared to $23.0 million. Other income was adversely impacted by net losses on equity investments of $701,000 in the current period. For the prior year period, other income was favorably impacted by net gains on equity investments of $693,000 and $1.4 million of other income from Flushing acquisition.