8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 9, 2024

PROVIDENT FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31566	42-1547151
(State or other jurisdiction<br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)

239 Washington Street, Jersey City, New Jersey 07302

(Address of principal executive offices) (Zip Code)

(732) 590-9200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common stock, par value $0.01 per share	PFS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.	Regulation FD Disclosure.

On May 9, 2024, Provident Financial Services, Inc. (the “Company”) issued a press release announcing that, subject to market and other conditions, it plans to offer subordinated notes due 2034 (the “2034 Notes”). A copy of the press release is furnished in this Current Report on Form 8-K, pursuant to this Item 7.01, as Exhibit 99.1 and is incorporated herein by reference.

This Current Report and the information included below and furnished as exhibits hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 8.01.	Other Events.

In connection with the offering of the 2034 Notes, the audited consolidated financial statements of Lakeland Bancorp, Inc. as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, together with the report of the independent registered public accounting firm thereon, have been incorporated into the Registration Statement on Form S-3 (No. 333-275213) and related prospectus supplement, and the Company is filing a consent from KPMG LLP as Exhibit 23.1 for the purpose of KPMG LLP consenting to its reference under the heading “Experts” in the Registration Statement on Form S-3 (No. 333-275213).

Item 9.01.	Financial Statements and Exhibits.
Exhibit<br>No.	Description
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23.1	Consent of KPMG LLP
99.1	Press Release dated May 9, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Provident Financial Services, Inc.
By:	/s/ Thomas M. Lyons
Name:	Thomas M. Lyons
Title:	Senior Executive Vice President and Chief Financial Officer

Date: May 9, 2024

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the heading “Experts” in the registration statement on Form S-3 (No. 333-275213).

/s/ KPMG LLP

Short Hills, New Jersey

May 9, 2024

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Provident Financial Services, Inc.
		Thomas M. Lyons
		Senior Executive Vice President andChief Financial Officer
		Phone: 732-590-9348
		Email: thomas.lyons@provident.bank

PROVIDENT FINANCIAL SERVICES, INC.

ANNOUNCES LAUNCH OF SUBORDINATED NOTES OFFERING

ISELIN, N.J. – May 9, 2024 – Provident Financial Services, Inc. (NYSE:PFS) (the “Company”), the holding company for Provident Bank (the “Bank”), today announced that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of subordinated notes due 2034 (the “Notes”) in a registered public offering, (the “Offering”). The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The purpose of the Offering is to satisfy certain previously announced regulatory conditions that were agreed to in connection with the merger (the “Merger Transaction”) between the Company and Lakeland Bancorp, Inc. (“Lakeland”). The Company intends to invest all of the net proceeds from the Offering in the Bank. The Bank expects that the net proceeds will be initially invested in securities and used for other general corporate purposes, which may include the repayment of Federal Home Loan Bank advances and other indebtedness.

Piper Sandler & Co. and Keefe, Bruyette & Woods, A Stifel Company are acting as joint book-running managers for the Offering.

This press release is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell or solicitation of an offer to purchase securities of the Company will be made only pursuant to a prospectus supplement and prospectus filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a registration statement (including a prospectus) (File No. 333-275213) and a preliminary prospectus supplement with the SEC for the Offering to which this press release relates. Before making an investment decision, you should read the prospectus and preliminary prospectus supplement and other documents that the Company has filed with the SEC for additional information about the Company and the Offering.

Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering can be obtained without charge by visiting the SEC’s website at www.sec.gov, or may be obtained by emailing Piper Sandler & Co. at fsg-dcm@psc.com or by emailing Keefe, Bruyette & Woods, A Stifel Company at USCapitalMarkets@kbw.com.

100 Wood Ave S, Iselin, NJ 08830    phone: 732-590-9200    www.provident.bank

About Provident

Provident Financial Services, Inc. (NYSE: PFS) is the holding company for Provident Bank, a New Jersey State-charted community-oriented bank offering “Commitment you can count on” since 1839. Provident Bank provides a comprehensive array of financial products and services through its network of branches throughout northern and central New Jersey, Bucks, Lehigh and Northampton counties in Pennsylvania, as well as Queens and Nassau Counties in New York. The Bank also provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company, and insurance services through its wholly owned subsidiary, Provident Protection Plus, Inc.

Forward-Looking Statements

This news release contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

The forward-looking statements reflect the Company’s current views about future events and financial performance and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward looking statement. Some factors that could cause actual results to differ materially from historical or expected results include, but are not limited to, those set forth in Item 1A of the Company’s Annual Report on Form 10-K, as may be supplemented by its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and those related to the economic environment, particularly in the market areas in which the Company operates; inflation and unemployment; competitive products and pricing; real estate values; fiscal and monetary policies of the U.S. Government; changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters; changes in government regulations affecting financial institutions, including regulatory fees and capital requirements; changes in prevailing interest rates; acquisitions and the integration of acquired businesses; credit risk management; asset-liability management; the financial and securities markets, the availability of and costs associated with sources of liquidity; the ability of the Company to complete the Offering on expected terms or at all; the possibility that the Merger Transaction does not close when expected or at all; the risk that any announcements relating to the Offering or the Merger Transaction could have adverse effects on the market price of the Company’s common stock; risks related to the potential impact of general economic, political and market factors on the Company or the Offering; and uncertainty as to the impacts of natural disasters or health epidemics on the Company.

The Company cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date they are made. The Company advises readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not assume and expressly disclaims any duty, and does not undertake, to update any forward-looking statements in this presentation to reflect events or circumstances after the date of this statement or otherwise.

100 Wood Ave S, Iselin, NJ 08830 phone: 732-590-9200    www.provident.bank