First Commerce Bancorp, Inc. Announces Completion of $40.0 Million Subordinated Note Offering

Rhea-AI Summary

First Commerce Bancorp (OTC: CMRB) completed a private placement of a $40.0 million 7.75% Fixed-to-Floating Rate Subordinated Note due December 30, 2035. Interest is fixed at 7.75% semi‑annually through Dec 30, 2030, then resets quarterly to three‑month SOFR + 432 bps. The note may be redeemed beginning Dec 30, 2030 (subject to regulatory approval) and is intended to qualify as Tier 2 capital. Net proceeds will be used for general corporate purposes; part of the funds downstreamed to the bank are described as leverageable Tier 1 capital.

Positive

• $40.0M subordinated capital raised
• Intended to qualify as Tier 2 capital
• Fixed interest 7.75% through Dec 30, 2030
• Portion downstreamed provides leverageable Tier 1 bank capital

Negative

• Post‑20230 reset to SOFR + 432 bps could raise funding cost
• Interest payments switch from semi‑annual to quarterly after 2030
• Debt is not FDIC insured and carries subordinated claim status

LAKEWOOD, N.J., Dec. 31, 2025 (GLOBE NEWSWIRE) -- First Commerce Bancorp, Inc. (the “Company”), (OTC: CMRB), the holding company for First Commerce Bank (the “Bank”), today announced the completion of a private placement of a $40.0 million 7.75% Fixed-to-Floating Rate Subordinated Note due December 30, 2035 (the “Note”).

The Note will initially bear interest at a fixed annual rate of 7.75%, payable semi-annually in arrears, until December 30, 2030, and will reset quarterly thereafter to the then current three-month SOFR rate plus 432 basis points, payable quarterly in arrears. Beginning on December 30, 2030, the Note may be redeemed, in whole or in part, at the Company’s option subject to any required regulatory approval, on any scheduled interest payment date. Prior to December 30, 2030, the Note may be redeemed, in whole but not in part, at any time upon certain specified events. 

The Note is intended to qualify as Tier 2 capital for the Company for regulatory capital purposes. The Company intends to use the net proceeds from the offering for general corporate purposes. 

President & CEO Donald Mindiak commented, “We are pleased to announce the successful completion of our subordinated debt offering, which received participation from a wide array of financial institution investors. The portion of the proceeds we downstream to our Bank is leverageable, Tier 1 capital, which will be important in both supporting the growth that we strategically envision for our organization and optimizing our balance sheet in an effort to create the opportunity for a more sustainable earnings stream.” Mr. Mindiak continued, “We believe this transaction provides cost-effective capital that provides optionality to enhance our capital allocation strategies and will enable us to remain the heartbeat of the communities we serve.”

Performance Trust Capital Partners, LLC, served as financial advisor and placement agent in the offering. Luse Gorman, PC served as legal counsel to the Company and Stevens & Lee served as legal counsel to Performance Trust Capital Partners, LLC.

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Note has not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) or any states securities law, and the Note may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, under the Securities Act and applicable state securities laws.

The indebtedness evidenced by the Note is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About First Commerce Bancorp, Inc.
First Commerce Bancorp, Inc., is a financial services organization headquartered in Lakewood, New Jersey. The Bank, the Company’s wholly owned subsidiary, provides businesses and individuals a wide range of loans, deposit products and retail and commercial banking services through its branch network located in Allentown, Bordentown, Closter, Englewood, Fairfield, Freehold, Jackson, Lakewood, Robbinsville and Teaneck, New Jersey. For more information, please go to www.firstcommercebk.com.

Forward-Looking Statements
This release, like many written and oral communications presented by First Commerce Bancorp Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies 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. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.

In addition to the factors previously disclosed in prior Bank communications and those identified elsewhere, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the impact of changes in interest rates and in the credit quality and strength of underlying collateral and the effect of such changes on the market value of First Commerce Bank’s investment securities portfolio; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which First Commerce Bank operates and in which its loans are concentrated, including the effects of declines in housing market values; inflation; customer acceptance of the Bank’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with certain corporate initiatives; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms. 

Contact:
Donald Mindiak
President and Chief Executive Officer
dmindiak@firstcommercebk.com

FAQ

What did First Commerce Bancorp (CMRB) announce on December 31, 2025?

The company completed a private placement of a $40.0 million subordinated note due Dec 30, 2035 with initial fixed interest of 7.75%.

How does the CMRB subordinated note interest rate change after Dec 30, 2030?

After Dec 30, 2030 the note resets quarterly to three‑month SOFR plus 432 basis points, payable quarterly.

Will the CMRB note count as regulatory capital for the bank?

The company intends for the note to qualify as Tier 2 capital, and says a portion downstreamed to the bank is leverageable as Tier 1 capital.

When can First Commerce redeem the CMRB subordinated note?

The note may be redeemed in whole or in part beginning Dec 30, 2030, subject to any required regulatory approval.

How will First Commerce use the net proceeds from the $40.0M offering?

The company stated net proceeds will be used for general corporate purposes.

Is the CMRB subordinated note insured by the FDIC?

No; the indebtedness is not a deposit and is not insured by the FDIC or any government agency.