Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275213
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to the securities to be sold by the issuer has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying base prospectus
do not constitute an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 9, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To
Prospectus dated October 30, 2023)
$
% Fixed-to-Floating Rate
Subordinated Notes due 2034
We are offering $ aggregate principal amount of % fixed-to-floating rate subordinated notes due 2034 (the Notes) pursuant to this prospectus supplement and the accompanying prospectus. The Notes will be offered in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. The Notes will mature on , 2034 (the Maturity Date). From and including the date of original issuance to, but excluding, , 2029 or the date of
earlier redemption (the fixed rate period), the Notes will bear interest at an initial rate of % per annum, payable semi-annually in arrears on and of each year, commencing
on , 2024. The last interest payment date for the fixed rate period will be , 2029. From and including , 2029 to, but excluding, the Maturity Date or the date of earlier redemption (the
floating rate period), the Notes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined and subject to the provisions described under Description
of the Notes General in this prospectus supplement, plus basis points, payable quarterly in arrears on , , and of each year, commencing
on , 2029. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero.
We
may, at our option, beginning with the interest payment date of , 2029 and on any interest payment date thereafter, redeem the Notes, in whole or in part. The Notes will not otherwise be redeemable by us prior to maturity, unless
certain events occur, as described under Description of the Notes Redemption in this prospectus supplement. The redemption price for any redemption is 100% of the principal amount of the Notes being redeemed, plus
accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the Federal Reserve) to
the extent then required under applicable laws or regulations, including capital regulations.
The Notes will be unsecured subordinated obligations, will
rank pari passu, or equally, with all of our existing and future unsecured subordinated debt, will be senior to all of our existing and future junior subordinated debt and will be junior to all of our existing and
future senior debt. The Notes will be structurally subordinated to all existing and future liabilities of our subsidiaries and will be effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the
collateral securing such indebtedness. There will be no sinking fund for the Notes. The Notes will be obligations of Provident Financial Services, Inc. (PFS or the Company) only and will not be obligations of, and will not be
guaranteed by, any of PFSs subsidiaries. For a more detailed description of the Notes, see Description of the Notes.
Prior to this
offering, there has been no public market for the Notes. The Notes will not be listed on any securities exchange or included in any automated quotation system.
The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation (the FDIC) or any other governmental agency. The
Notes are ineligible as collateral for a loan or extension of credit from PFS or any of its subsidiaries. None of the U.S. Securities and Exchange Commission (the SEC), the FDIC, the Federal Reserve, the New Jersey Department of Banking
and Insurance (the NJDOBI) or any other bank regulatory agency or any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Investing in the Notes involves risks. See Risk
Factors beginning on page S-13 of this prospectus supplement and those risk factors in the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus.
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Per Note |
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Total |
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Public offering price(1) |
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% |
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$ |
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Underwriting discount(2) |
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% |
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$ |
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Proceeds, before expenses, to us |
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% |
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$ |
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(1) |
Plus accrued interest, if any, from the original issue date. |
(2) |
See Underwriting in this prospectus supplement for details regarding the underwriters
compensation. |
The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository
Trust Company, against payment on or about , 2024. See Underwriting in this prospectus supplement for details.
Joint Active Bookrunning Managers
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Piper Sandler |
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Keefe, Bruyette & Woods
A Stifel Company |
The date of this prospectus supplement is , 2024.