Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Anthony J. Labozzetta, the Company’s Principal Executive Officer, and Thomas M. Lyons, the Company’s Principal Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2025. Based upon their evaluation, they each found that the Company’s disclosure controls and procedures were effective as of that date.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
145
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).
Based on the assessment management believes that, as of December 31, 2025, the Company’s internal control over financial reporting is effective based on those criteria.
Report of Independent Registered Public Accounting Firm
The Company’s independent registered public accounting firm that audited the consolidated financial statements has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. This report appears on page 72 of this Annual Report on Form 10-K.
Changes in Internal Cont rol Over Financial Reporting
During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
(a) During the year ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as that term is used in SEC regulations.
Item 9C. Disclosure Regarding Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this item regarding directors, executive officers and corporate governance is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 21, 2026.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 21, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
146
The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 21, 2026.
Securities Authorized for Issuance Under Equity Compensation Plans
Set forth below is information as of December 31, 2025 regarding equity compensation plans categorized by those plans that have been approved by the Company's stockholders. There are no plans that have not been approved by the Company's stockholders.
Plan Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options and
Rights(1)
Weighted
Average
Exercise Price(2)
Number of
Securities
Remaining
Available For
Issuance Under
Plan (3)
Equity compensation plans approved by stockholders 402,191 $ 20.14 2,272,244
Total 402,191 20.14 2,272,244
________________________
1. Consists of outstanding stock options to purchase 402,191 shares of common stock granted under the Company’s stock-based compensation plans.
2. The weighted average exercise price reflects: an exercise price of $18.70 for 76,327 stock options granted in 2016; an exercise price of $26.31 for 42,857 stock options granted in 2017; an exercise price of $25.58 for 43,123 stock options granted in 2018; an exercise price of $27.25 for 41,685 stock options granted in 2019; an exercise price of $20.62 for 107,240 stock options granted in 2020; an exercise price of $20.66 for 56,605 stock options granted in 2021; and an exercise price of $23.70 for 34,353 stock options granted in 2022 under the Company’s stock-based compensation plans. There were no new grants in 2023 and 2024.
3. Represents the number of available shares that may be granted as stock options and other stock awards under the Company’s stock-based compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 21, 2026.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the Proxy Statement to be filed for the Annual Meeting of Stockholders to be held on May 21, 2026.
147
PART IV
Item 15. Exhibits and Financial Statement Schedules
The exhibits and financial statement schedules filed as a part of this Annual Report on Form 10-K are as follows:
(a)(1) Financial Statements
Page Number
Report of Independent Registered Public Accounting Firm
70
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
72
C onsolidated Statements of Financial Condition, December 31, 202 5 and 20 24
73
Consolidated Statements of Income, Years Ended December 31, 202 5 , 202 4 and 202 3
74
Consolidated Statements of Comprehensive Income, Years Ended December 31, 202 5 , 202 4 and 20 23
75
Consolidated Statements of Changes in Stockholders’ Equity, Years Ended December 31, 202 5 , 202 4 and 20 23
76
Consolidated Statements of Cash Flows, Years Ended December 31, 202 5 , 202 4 and 20 23
79
Notes to Consolidated Financial Statements.
80
(a)(2) Financial Statement Schedules
No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.
(a)(3) Exhibits
2.1 Agreement and Plan of Merger by and between Provident Financial Services, Inc. and Lakeland Bancorp. (Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on January 25, 2023)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated December 20, 2023, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc. (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on December 20, 2023.)
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated March 29, 2024, by and among Provident Financial Services, Inc., NL 239 Corp. and Lakeland Bancorp, Inc. (Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 29, 2024)
3.1 Certificate of Incorporation of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.)
3.2 Amended and Restated Bylaws of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s December 31, 2011 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012/File No. 001-31566.)
4.1 Form of Common Stock Certificate of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission/Registration No. 333-98241.)
4.2 Description of Capital Stock of Provident Financial Services, Inc. (Filed as an exhibit to the Company’s December 31, 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2020/File No. 001-31566.)
4.3 Form of Senior Debt Indenture (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.)
4.4 Form of Subordinated Debt Indenture (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.)
148
10.1 Executive Chairman Agreement by and between Provident Financial Services, Inc. and Christopher Martin dated December 31, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on January 6, 2022/ File No. 001-31566.)
10.2 Amendment to Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated December 19, 2023 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on December 22, 2023.)
10.3 Change in Control Agreement by and between Provident Financial Services, Inc. and Christopher Martin dated December 31, 2021 (Filed as an exhibit to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on January 6, 2022/File No. 001-31566.)
10.4 Amendment to Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated December 19, 2023 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on December 22, 2023.)
10.5 Employment Agreement, dated March 11, 2020, by and between Provident Financial Services, Inc. and Anthony J. Labozzetta (Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020)
10.6 Change in Control Agreement, dated March 11, 2020, by and between Provident Financial Services, Inc. and Anthony J. Labozzetta (Filed as Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on March 12, 2020)
10.7 Supplemental Executive Retirement Agreement, as amended by the benefit of Anthony J. Labozzetta. (Filed as an exhibit to the Company’s Current Report to the Company’s December 31, 2020 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021/File No. 001-31566.)
10.8 Transition Agreement with General Release of Claims, dated August 2, 2023, by and between Provident Financial Services, Inc., Provident Bank and John Kuntz (Filed as Exhibit 10.1 to the Company’s June 30, 2023 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2023/File No. 001-31566.)
10.9 Form of Three-Year Change in Control Agreement between Provident Financial Services, Inc. and each of Messrs. Kuntz and Lyons and Ms. Murray. (Filed as Exhibit 10.3 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.)
10.10 Form of Two-Year Change in Control Agreement between Provident Financial Services, Inc. and certain senior officers.(Filed as Exhibit 10.4 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.)
10.11 Form of One-Year Change in Control Agreement between Provident Financial Services, Inc. and certain senior officers. (Filed as Exhibit 10.5 to the Company’s December 31, 2015 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016/File No. 001-31566.)
10.12 Supplemental Executive Retirement Plan of Provident Bank. (Filed as Exhibit 10.5 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009/File No. 001-31566.)
10.13 Retirement Plan for the Board of Managers of Provident Bank. (Filed as Exhibit 10.7 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009 /File No. 001-31566.)
10.14 Provident Financial Services, Inc. Board of Directors Voluntary Fee Deferral Plan. (Filed as Exhibit 10.9 to the Company’s December 31, 2008 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009/File No. 001-31566.)
10.15 First Savings Bank Directors’ Deferred Fee Plan, as amended. (Filed as Exhibit 10.10 to the Company’s September 30, 2004 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2004/File No. 001-31566.)
10.16 Provident Bank Non-Qualified Supplemental Defined Contribution Plan. (Filed as an exhibit to the Company’s May 27, 2010 Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2010/File No. 001-31566.)
10.17 Provident Financial Services, Inc. Amended and Restated the Long-Term Equity Incentive Plan. (Filed as an appendix to the Company’s Proxy Statement for the 201 9 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 1 5 , 201 9 /File No. 001-31566.)
149
10.18 Omnibus Incentive Compensation Plan. (Filed as Exhibit 10.19 to the Company’s December 31, 2011 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on February 29, 2012/File No. 001-31566.)
10.19 Provident Financial Services, Inc. Executive Annual Incentive Plan (Filed as an appendix to the Company’s Proxy Statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 13, 2015/File No. 001-31566.)
10.20 Provident Financial Services, Inc. 2019 Long-Term Equity Incentive Plan (Filed as an exhibit to the Company’s December 31, 2019 Annual Report to Stockholders on Form 10-K filed with the Securities and Exchange Commission on March 1, 2020/File No. 001-31566.)
10.21 Provident Financial Services, Inc. Clawback Policy
10.22 Amendment to Executive Chairman Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 29, 2024.)
10.23 Amendment to Change in Control Agreement between Provident Financial Services, Inc. and Christopher Martin, dated May 28, 2024, dated May 28, 2024 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 29, 2024.)
10.24 Executive Vice Chairman Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara 2024 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
10.25 Change in Control Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
10.26 Retention and Award Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
10.27 Non-Competition and Non-Solicitation Agreement, dated as of September 26, 2022, by and between Provident Financial Services, Inc. and Thomas J. Shara (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
10.28 Supplemental Executive Retirement Plan Agreement for Thomas J. Shara, effective as of April 2, 2008, among Lakeland Bancorp, Inc., Lakeland Bank and Thomas J. Shara (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
10.29 Deferred Compensation Agreement, dated February 27, 2015, among Lakeland Bancorp, Inc., Lakeland Bank and Thomas J. Shara (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-31566) filed with the Securities and Exchange Commission on May 16, 2024.)
19 Provident Financial Services, Inc. Insider Trading Policy
21 Subsidiaries of the Registrant.
23 Consent of KPMG LLP.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following materials from the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
150
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Labels Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in iXBRL and contained in exhibit 101).
Item 16. Form 10-K Summary
Not applicable.
151
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PROVIDENT FINANCIAL SERVICES, INC.
Date: February 27, 2026 By: /s/ Anthony J. Labozzetta
Anthony J. Labozzetta
President and Chief Executive Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Anthony J. Labozzetta
By: /s/ Thomas M. Lyons
Anthony J. Labozzetta,
President and
Chief Executive Officer
(Principal Executive Officer)
Thomas M. Lyons,
Senior Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: February 27, 2026 Date: February 27, 2026
/s/ Adriano M. Duarte
By: Adriano M. Duarte
Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)
February 27, 2026
By: /s/ Christopher Martin
By: /s/ Thomas J. Shara
Christopher Martin
Executive Chairman
Thomas J. Shara
Executive Vice Chairman
Date: February 27, 2026 Date: February 27, 2026
By: /s/ James P. Dunigan
By: /s/ Brian M. Flynn
James P. Dunigan,
Director
Brian M. Flynn,
Director
Date: February 27, 2026 Date: February 27, 2026
By: /s/ Ursuline F. Foley
By: /s/ Brian A. Gragnolati
Ursuline F. Foley,
Director
Brian A. Gragnolati
Director
Date: February 27, 2026 Date: February 27, 2026
By: /s/ James E. Hanson II
By: /s/ Matthew K. Harding
James E. Hanson II,
Director
Matthew K. Harding,
Director
Date: February 27, 2026 Date: February 27, 2026
By: /s/ Edward J. Leppert By: /s/ Nadine Leslie
Edward J. Leppert,
Director Nadine Leslie,
Director
Date: February 27, 2026 Date: February 27, 2026
By: /s/ Robert E. McCracken By: /s/ John Pugliese
Robert E. McCracken,
Director John Pugliese,
Director
Date: February 27, 2026 February 27, 2026
152