Item 5. Other Information
Item 5.
Other Information.
(a) During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.
Item 6.
Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger by and between Provident Financial Services, Inc. and Lakeland Bancorp, Inc. (Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2022/File No. 001-31566)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated December 20, 2023, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc. (Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2023/File No. 001-31566)
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated March 29, 2024, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc. (Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2024/File No. 001-31566)
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3.1 Certificate of Incorporation of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.)
3.2 Amended and Restated Bylaws of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Form 10-K filed with the Securities and Exchange Commission on May 16, 2024/File No. 001-31566.)
4.1 Form of Common Stock Certificate of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.)
4.2 Indenture, dated May 13, 2024, between Provident Financial Services, Inc. and Wilmington Trust, National Association, as trustee. (Filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2024/File No. 001-31566.)
4.3 First Supplemental Indenture, dated May 13, 2024, between Provident Financial Services, Inc. and Wilmington Trust, National Association, as trustee. (Filed as Exhibit 4.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2024/File No. 001-31566.)
10.1 Executive Vice Chairman Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara. (Filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 16, 2024/File No. 001-31566.)
10.2 Change in Control Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara. (Filed as Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2024/File No. 001-31566.)
10.3 Retention and Award Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara. (Filed as Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2024/File No. 001-31566.)
10.4 Non-Competition and Non-Solicitation Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara. (Filed as Exhibit 10.4 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2024/File No. 001-31566.)
10.5 Supplemental Executive Retirement Plan Agreement for Thomas J. Shara, effective as of April 2, 2008, among Lakeland Bancorp, Inc., Lakeland Bank and Thomas J. Shara (Filed as an Exhibit to Lakeland Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2008/File No. 000-17820.)
10.6 Deferred Compensation Agreement, dated February 27, 2015, among Lakeland Bancorp, Inc., Lakeland Bank and Thomas J. Shara (Filed as an Exhibit to Lakeland Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2015/File No. 000-17820.)
10.7 Lakeland Bancorp, Inc. 2018 Omnibus Equity Incentive Plan (Filed as Exhibit 10.1 to Lakeland Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2018/File No. 000-17820.)
10.8 Amendment to Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024 (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2024/File No. 000-31566.)
10.9 Amendment to Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024 (Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2024/File No. 000-31566.)
10.10 Change of Control Agreement, dated October 31, 2013, among Lakeland Bancorp, Inc., Lakeland Bank and Timothy J. Matteson (Filed as Exhibit 10.2 to Lakeland Bancorp, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2013/File No. 000-17820.)
10.11 Change in Control Agreement, dated as of April 11, 2016, among Lakeland Bancorp, Inc., Lakeland Bank and James Nigro (Filed as Exhibit 10.1 to Lakeland Bancorp, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2016/File No. 000-17820.)
10.12 Deferred Compensation Agreement, dated February 27, 2015, among Lakeland Bancorp, Inc., Lakeland Bank and Thomas J. Shara (Filed as Exhibit 10.1 to Lakeland Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2015/File No. 000-17820.)
10.13 Lakeland Bancorp, Inc. Directors’ Deferred Compensation Plan, as amended and restated (Filed as Exhibit 10.6 to Lakeland Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2008/File No. 000-17820.)
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31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial statements from the Company’s Quarterly Report to Stockholders on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in iXBRL.
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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, thereunto duly authorized.
PROVIDENT FINANCIAL SERVICES, INC.
Date: November 7, 2024 By: /s/ Anthony J. Labozzetta
Anthony J. Labozzetta
President and Chief Executive Officer (Principal Executive Officer)
Date: November 7, 2024 By: /s/ Thomas M. Lyons
Thomas M. Lyons
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 7, 2024 By: /s/ Adriano M. Duarte
Adriano M. Duarte
Executive Vice President and Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.