Provident Financial Services, Inc. filed a Form 8-K on August 24, 2026, disclosing the completion of an underwritten public offering of $175,000,000 aggregate principal amount of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036.

Key Highlights

  • Offering size: $175,000,000 aggregate principal amount of 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036 was completed on August 24, 2026.
  • Fixed rate period: Notes bear interest at 6.50% per annum from August 24, 2026 to, but excluding, September 1, 2031, payable semi-annually on March 1 and September 1.
  • Floating rate period: From September 1, 2031, interest resets quarterly at Three-Month Term SOFR plus 239 basis points, payable quarterly.
  • Use of proceeds: The company intends to repay $150 million of its 2.875% Fixed-to-Floating Rate Subordinated Notes due 2031 and $20 million of variable rate Junior Subordinated Notes due 2033, with the remainder for general corporate purposes.
  • Underwriters: Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc. served as representatives of the underwriters under an agreement dated August 20, 2026.
  • Trustee: Wilmington Trust, National Association serves as trustee under a Subordinated Indenture dated May 13, 2024, as supplemented by a Second Supplemental Indenture dated August 24, 2026.

Provident Financial Services Completes Subordinated Debt Refinancing via New 2036 Notes

According to the filing, Provident Financial Services, Inc. (NYSE:PFS), a Delaware corporation headquartered at 239 Washington Street, Jersey City, New Jersey, completed the offering on August 24, 2026. The Notes were sold under the company's registration statement on Form S-3ASR (File No. 333-275213), filed with the SEC on October 30, 2023, and offered pursuant to a prospectus supplement dated August 20, 2026.

The filing describes the Notes as "subordinated, unsecured obligations of the Company" that rank junior to the company's existing and future senior indebtedness, equal to its existing and future unsecured subordinated debt, and senior to its existing and future junior subordinated debt. The Notes are also described as structurally subordinated to the indebtedness, liabilities, and deposit liabilities of the company's subsidiaries, including Provident Bank.

The Notes mature on September 1, 2036, unless earlier redeemed. According to the filing, the company holds an optional redemption right beginning September 1, 2031, and on any interest payment date thereafter, at 100% of principal plus accrued and unpaid interest. Prior to September 1, 2031, the Notes may be redeemed in whole, but not in part, upon occurrence of a Tax Event, a Tier 2 capital disqualification event, or an Investment Company Act registration requirement, in each case subject to prior Federal Reserve approval where required. The filing states that if the benchmark rate falls below zero, it will be deemed to be zero for purposes of the floating rate calculation.

What Was Disclosed

Provident Financial Services disclosed the August 24, 2026 closing of a $175 million subordinated notes offering, the intended use of proceeds to retire two existing debt instruments, and key terms of the indenture governing the Notes.