Provident Financial Services Files 8-K

TL;DR

PFS filed an 8-K on 3/29 for a material agreement. Details TBD.

AI Summary

Provident Financial Services, Inc. filed an 8-K on March 29, 2024, reporting an entry into a material definitive agreement and filing financial statements and exhibits. The filing does not disclose specific details of the agreement or financial figures in the provided text.

Why It Matters

This filing indicates a significant event or agreement for Provident Financial Services, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for a material definitive agreement and financial statements, without immediate negative implications disclosed.

Key Players & Entities

• PROVIDENT FINANCIAL SERVICES, INC. (company) — Registrant
• PFS (company) — Trading Symbol
• March 29, 2024 (date) — Date of Report

FAQ

Filing Documents

• pfs-20240329.htm (8-K) — 38KB
• northernlights-amendmentno.htm (EX-2.1) — 19KB
• 0001628280-24-013790.txt ( ) — 184KB
• pfs-20240329.xsd (EX-101.SCH) — 2KB
• pfs-20240329_lab.xml (EX-101.LAB) — 21KB
• pfs-20240329_pre.xml (EX-101.PRE) — 12KB
• pfs-20240329_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 29, 2024, Provident Financial Services, Inc., a Delaware corporation ("Provident"), NL 239 Corp., a Delaware corporation and a direct, wholly owned subsidiary of Provident ("Merger Sub"), and Lakeland Bancorp, Inc., a New Jersey corporation ("Lakeland"), entered into Amendment No. 2 (the "Second Amendment") to that certain Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of September 26, 2022, by and among Provident, Merger Sub and Lakeland, as amended by Amendment No. 1 to the Original Merger Agreement, dated as of December 20, 2023 (the "First Amendment" and the Original Merger Agreement, as amended by the First Amendment and the Second Amendment, the "Merger Agreement"), by and among Provident, Merger Sub and Lakeland. Prior to the parties' execution and delivery of the Second Amendment, Section 8.1(c) of the Merger Agreement provided that the Merger Agreement may be terminated at any time prior to the effective time of the merger of Merger Sub with and into Lakeland, with Lakeland as the surviving entity (the "Effective Time"), by either Provident or Lakeland if the merger shall not have been consummated on or before March 31, 2024 (the "Termination Date"). Pursuant to the Second Amendment, the parties amended Section 8.1(c) of the Merger Agreement to extend the Termination Date to June 30, 2024. In addition, the parties amended the Merger Agreement and certain amendments to the bylaws of Provident (the "Provident Bylaw Amendment") regarding governance matters that the board of directors of Provident will adopt prior to the Effective Time. As amended, the Merger Agreement provides that, effective as of the Effective Time, and in accordance with the Provident Bylaw Amendment, the number of directors that will comprise the full boards of directors of Provident and Provident Bank, will be fourteen, of which nine will be directors of Provident immediately prior to the Effect

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. Exhibit No. Description 2.1 Amendment No. 2, dated March 29, 2024, to the Agreement and Plan of Merger, dated as of September 26, 2022, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed herewith includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Provident's and Lakeland's beliefs, goals, intentions, and expectations regarding the proposed merger transaction (the "proposed transaction"), revenues, earnings, earnings per share, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; our ability to satisfy the regulatory and other conditions to the closing of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts. Forwardlooking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction. Additionally, forwardlooking statements speak only as of the date they are made; Provident and Lakeland do not assume any duty, and do not undertake, to update such forwardlooking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Furthermore, because forwardlooking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly ma

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PROVIDENT FINANCIAL SERVICES, INC. DATE: March 29, 2024 By:/s/ Anthony J. Labozzetta Anthony J. Labozzetta President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR