UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~January 1013, ~~2025~~2026

PROVIDENT FINANCIAL SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-31566

42-1547151

(State or Other Jurisdiction of Incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

239 Washington Street, Jersey City, New Jersey

07302

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code 732-590-9200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Symbol(s)

Name of each exchange on which registered

Common

PFS

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17

CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17

CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0402 ~~Temporary~~Departure ~~Suspension~~ of ~~Trading~~Directors ~~Under~~or ~~Registrant’s~~Principal ~~Employee Benefit Plans~~Officers.

On ~~November~~January 1013, ~~2025~~2026, Thomas M. Lyons, notified Provident Financial Services, Inc. ~~(the~~and ~~“Company”) sent a notice to~~ its ~~directors~~wholly ~~and~~owned ~~officers~~subsidiary ofProvident aBank ~~blackout period~~ (together the “~~Blackout Notice~~Company”), ~~pursuant~~that tohe ~~Rule~~intends ~~104~~to ofresign ~~the~~as ~~U.S.~~Senior ~~Securities~~Executive ~~and~~Vice ~~Exchange~~President ~~Commission’s Regulation BTR~~ and ~~Section~~Chief ~~306(a)~~Financial ofOfficer effective the ~~Sarbanes-Oxley~~earlier ~~Act~~ of ~~2022~~June 30, ~~during~~2026 ~~which time they will be prohibited from engaging in transactions involving the Company’s common stock that they acquire~~ or ~~have previously acquired in connection with their service as a director or employment as an executive officer of~~ the ~~Company~~appointment ~~or any~~ of ~~its~~a ~~affiliates~~successor (the “~~Blackout~~Transition ~~Period~~Date”). ~~During~~The ~~the Blackout Period, directors and executive officers of the~~ Company ~~and its affiliates~~ will beconduct ~~subject~~a tonation-wide ~~trading~~search ~~restrictions~~for ~~prohibiting~~Mr. ~~the direct or indirect purchase, sale, or other acquisition or transfer of any common stock of the Company, or any derivatives of the Company~~Lyons’s ~~common stock~~replacement. The Blackout Period is expected to begin on December 1, 2025, at 4:00 p.m. ET and end during the week of December 8, 2025. During the Blackout Period, a security holder or other interested person may obtain information as to whether the Blackout Period has started or ended by calling The Principal Group at (800) 547-7754.

~~The~~Mr. ~~reason~~Lyons’ ~~for~~retirement ~~this Blackout Period~~ is ~~because~~not ofrelated ~~the~~to ~~merger~~a ofdisagreement with the ~~Provident~~Company ~~Bank~~on ~~Employee~~any ~~Stock~~matter ~~Ownership~~relating ~~Plan~~to ~~(“ESOP”) into~~ the ~~Provident~~Company’s ~~Bank 401(k) Plan (“401(k) Plan”) effective December 1~~operations, ~~2025,~~policies ~~but the blackout applies to certain transactions whether~~ or ~~not they take place under the ESOP or 401(k) Plan as described below~~practices. ~~ESOP participants have received additional information about this merger.~~

AIn ~~copy~~connection with Mr. Lyons’ retirement, the Company entered into a Retirement Transition and Release Agreement with Mr. Lyons dated January 13, 2026 (the “Transition Agreement”). Under the Transition Agreement, Mr. Lyons has agreed to continue to serve as Senior Executive Vice President and Chief Financial Officer of the ~~Blackout~~Company ~~Notice~~through the Transition Date and then continue as an employee of the Company, ~~which~~in ~~includes~~the role of Special Advisor to the ~~information~~Company’s ~~required~~President byand ~~Regulation~~Chief ~~BTR~~Executive Officer, isuntil ~~attached~~his aslast ~~Exhibit~~day 99of employment on January 31, 2027 (the “Termination Date”). Pursuant to the Transition Agreement, Mr. Lyons will receive (1) ~~and~~his isregular ~~incorporated~~base bysalary ~~reference~~through inthe ~~this~~Transition ~~Current~~Date, ~~Report~~(2) following the Transition Date and ending on ~~Form~~the 8Termination Date, an annualized base salary of $300,000, which shall be prorated, and (3) a cash bonus under the annual incentive plan, which will be pro-Krated to take into account Mr. Lyons’ service from January 1, 2026 to the Transition Date. The payments under the Transition Agreement are subject to and contingent on Mr. Lyons signing and not revoking a general release of claims in favor of the Company and Mr. Lyons’ agreement to, and continued compliance with, non-solicitation covenants, non-disparagement, cooperation and non-disclosure provisions.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing Mr. Lyons’ retirement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(d) Exhibits.

Exhibit No. Description

9910.1 ~~Notice~~ Retirement toTransition ~~Directors~~ and ~~Executive~~Release ~~Officers~~Agreement, ofdated ~~Provident~~January ~~Concerning~~13, ~~Limitations~~2026, onby ~~Trading~~and inamong ~~Common Stock of~~ Provident Financial Services, Inc., Provident Bank and Thomas M. Lyons

99 .1 Press release announcing Thomas M. Lyons’ retirement dated January 13, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

~~November~~January 1013, ~~2025~~2026

By:/s/ Bennett MacDougall

Bennett MacDougall

EVP, General Counsel & Corporate Secretary

Filing Compare · PROVIDENT FINANCIAL SERVICES INC