pfs-20260113

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 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

(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

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

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 5.02 Departure of Directors or Principal Officers.

On January 13, 2026, Thomas M. Lyons, notified Provident Financial Services, Inc. and its wholly owned subsidiary Provident Bank (together the “Company”) that he intends to resign as Senior Executive Vice President and Chief Financial Officer effective the earlier of June 30, 2026 or the appointment of a successor (the “Transition Date”). The Company will conduct a nation-wide search for Mr. Lyons’ replacement.

Mr. Lyons’ retirement is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In 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 Company through the Transition Date and then continue as an employee of the Company, in the role of Special Advisor to the Company’s President and Chief Executive Officer, until his last day of employment on January 31, 2027 (the “Termination Date”). Pursuant to the Transition Agreement, Mr. Lyons will receive (1) his regular base salary through the Transition Date, (2) following the Transition Date and ending on the Termination 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-rated 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.

Exhibit No. Description

10.1 Retirement Transition and Release Agreement, dated January 13, 2026, by and among 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)

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:

January 13, 2026

By:/s/ Bennett MacDougall

Bennett MacDougall

EVP, General Counsel & Corporate Secretary