8-K

PROVIDENT FINANCIAL SERVICES INC (PFS)

8-K 2025-11-10 For: 2025-11-10
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Added on April 09, 2026

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 10, 2025

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<br><br>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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 10, 2025, Provident Financial Services, Inc. (the “Company”) sent a notice to its directors and officers of a blackout period (the “Blackout Notice”), pursuant to Rule 104 of the U.S. Securities and Exchange Commission’s Regulation BTR and Section 306(a) of the Sarbanes-Oxley Act of 2022, during 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 or any of its affiliates (the “Blackout Period”). During the Blackout Period, directors and executive officers of the Company and its affiliates will be subject to trading restrictions prohibiting the direct or indirect purchase, sale, or other acquisition or transfer of any common stock of the Company, or any derivatives of the Company’s common stock. 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 reason for this Blackout Period is because of the merger of the Provident Bank Employee Stock Ownership Plan (“ESOP”) into the Provident Bank 401(k) Plan (“401(k) Plan”) effective December 1, 2025, but the blackout applies to certain transactions whether or not they take place under the ESOP or 401(k) Plan as described below. ESOP participants have received additional information about this merger.

A copy of the Blackout Notice, which includes the information required by Regulation BTR, is attached as Exhibit 99.1 and is incorporated by reference in this Current Report on Form 8-K.

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

99.1    Notice to Directors and Executive Officers of Provident Concerning Limitations on Trading in Common Stock of Provident Financial Services, Inc.

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 10, 2025 By:/s/ Bennett MacDougall
Bennett MacDougall
EVP, General Counsel & Corporate Secretary

providentbank-blackoutno

Important Notice Concerning Blackout Period on Transactions Involving Stock of Provident Financial Services, Inc. To: Directors and Executive Officers of Provident Financial Services, Inc. From: Bennett MacDougall, Executive Vice President, General Counsel and Corporate Secretary, Provident Financial Services, Inc. Date: November 10, 2025 Re: Notice Regarding Blackout Period The purpose of this notice is to inform you of a blackout period during which you will be prohibited from engaging in transactions involving the common stock of Provident Financial Services, Inc. (the “Company”) that you acquire or have previously acquired in connection with your service as a director or employment as an executive officer of the Company or any of its affiliates (the “Blackout Period”). We are required to provide this notice to you under Rule 104 of Regulation BTR promulgated by the U.S. Securities and Exchange Commission pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002. Reason for the Blackout Period The reason for this Blackout Period is because of the merger of the Provident Bank Employee Stock Ownership Plan (“ESOP”) into the Provident Bank 401(k) Plan (“401(k) Plan”) effective December 1, 2025, but the blackout applies to certain transactions whether or not they take place under the ESOP or 401(k) Plan as described below. ESOP participants have received additional information about this merger. Impact on ESOP Plan Participant Rights During the Blackout Period As a result of this plan merger, ESOP participants will temporarily be unable to direct or diversify investments in, or obtain a distribution or loan from, their current ESOP account or their transferred ESOP account under the 401(k) Plan during the Blackout Period. Length of Blackout Period 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, you may obtain information as to whether the Blackout Period has started or ended by calling The Principal Group at (800) 547-7754. We will inform you when the Blackout Period ends. Restrictions on Directors and Executive Officers During the Blackout Period During the Blackout Period, directors and executive officers of the Company and its affiliates will be subject to trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. These restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any common stock of the Company, or any derivatives of the Company’s common stock, acquired in connection with your service as a director or employment as an executive officer of the Company, regardless of whether you participate in the ESOP and 401(k) Plan. Please note that these prohibitions are not limited to those transactions involving your direct ownership, but 255343817v5


2 include any transaction in which you have a pecuniary interest, such as transactions in the ESOP and 401(k) Plan and transactions involving immediate family members living in your household and certain entities in which you have financial involvement. While several narrow exceptions to this prohibition exist, you should not engage in any transaction without first confirming with Bennett MacDougall whether an exception is available. Questions or Additional Information If you have any questions concerning this notice, you should contact Andrea Lustig, Senior Vice President, Benefits Director, Provident Bank, PO Box 1001, Iselin, NJ 08830-1001; (732) 590-9370 or Bennett MacDougall, Executive Vice President, General Counsel and Corporate Secretary, Provident Financial Services, Inc., PO Box 1001, Iselin, NJ 08830-1001; (732) 590-9306.