Provident Financial (NYSE: PFS) CFO to retire with staged transition and advisory role

Rhea-AI Filing Summary

Provident Financial Services, Inc. reported that Senior Executive Vice President and Chief Financial Officer Thomas M. Lyons has notified the company of his intention to resign from the CFO role effective the earlier of June 30, 2026 or the appointment of a successor. The company plans to conduct a nationwide search for a new CFO.

Lyons’ retirement is stated as not being related to any disagreement with the company on operations, policies, or practices. Under a Retirement Transition and Release Agreement dated January 13, 2026, he will continue as CFO through the transition date and then serve as Special Advisor to the President and CEO until January 31, 2027. He will receive his regular base salary through the transition date and, thereafter, an annualized base salary of $300,000 prorated, plus a prorated cash bonus for service in 2026, subject to a release of claims and ongoing restrictive covenants.

Insights

Banking governance and disclosure analyst

CFO announces structured retirement with extended advisory role.

The company states that Senior Executive Vice President and Chief Financial Officer Thomas M. Lyons plans to resign from the CFO position effective the earlier of June 30, 2026 or the appointment of a successor. A nationwide search is planned, and the filing specifies that his retirement is not related to a disagreement over operations, policies, or practices, which can help reduce concern about underlying disputes.

A detailed Retirement Transition and Release Agreement dated January 13, 2026 keeps Lyons in the CFO seat through the transition date and then as Special Advisor to the President and CEO until January 31, 2027. Compensation includes regular base salary through the transition date, followed by an annualized base salary of $300,000 prorated, plus a prorated cash bonus for 2026 service, conditioned on a release of claims and compliance with non-solicitation, non-disparagement, cooperation, and non-disclosure provisions. This structure indicates an orderly leadership change with continuity in financial oversight during the search and handover period.

FALSE000117897000011789702026-01-132026-01-13

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): 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

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 5.02 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.

(c)     Shell Company Transactions. Not applicable.

(d)    Exhibits.

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)    

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:			January 13, 2026						By:/s/ Bennett MacDougall
									Bennett MacDougall
									EVP, General Counsel & Corporate Secretary

FAQ

What leadership change did Provident Financial Services (PFS) disclose in this 8-K?

Provident Financial Services, Inc. disclosed that Senior Executive Vice President and Chief Financial Officer Thomas M. Lyons intends to resign from the CFO role effective the earlier of June 30, 2026 or the appointment of a successor.

Is Thomas M. Lyons’ retirement from Provident Financial Services (PFS) related to any disagreement with the company?

The filing states that Mr. Lyons’ retirement is not related to a disagreement with the company on any matter relating to its operations, policies, or practices.

How long will Thomas M. Lyons remain with Provident Financial Services (PFS) after stepping down as CFO?

Under the Transition Agreement, Mr. Lyons will continue as CFO through the transition date, then serve as Special Advisor to the President and CEO until his last day of employment on January 31, 2027.

What compensation will Thomas M. Lyons receive under the Retirement Transition and Release Agreement with PFS?

Mr. Lyons will receive his regular base salary through the transition date, then an annualized base salary of $300,000 (prorated) from the transition date to January 31, 2027, plus a pro-rated cash bonus for his service from January 1, 2026 to the transition date.

What conditions apply to the transition payments for Thomas M. Lyons at Provident Financial Services (PFS)?

The payments are contingent on Mr. Lyons signing and not revoking a general release of claims in favor of the company and complying with non-solicitation, non-disparagement, cooperation, and non-disclosure provisions.

How will Provident Financial Services (PFS) find a replacement for its CFO?

The company states that it will conduct a nation-wide search for a replacement for Mr. Lyons as Chief Financial Officer.

What exhibits related to Thomas M. Lyons’ retirement did PFS include in this 8-K?

The exhibits include the Retirement Transition and Release Agreement dated January 13, 2026 (Exhibit 10.1) and a press release announcing his retirement dated the same day (Exhibit 99.1).