Columbia Financ SEC Filings

Columbia Financial, Inc. director Noel R. Holland reported routine equity compensation activity and updated holdings. The main new transaction was an acquisition of 8.7082 shares of common stock equivalents at $19.57 per share through a stock-based deferral plan. These phantom stock units are held in a rabbi trust and will be settled in shares of stock upon distribution to Holland. Following this grant, his indirect holdings in the stock-based deferral plan increased to 10,048.6858 shares, alongside other indirect retirement-plan holdings and direct common stock. He also continues to hold fully vested stock options with an exercise price of $15.60 per share expiring in 2029.

Columbia Financial, Inc. President & CEO Thomas J. Kemly reported a routine stock-based compensation change with no open‑market trading. On the date shown, an indirect award of 94.9254 shares of Common Stock was credited under a Stock-Based Deferral Plan at a reference price of $19.57 per share, increasing that plan balance to 69,330.9151 shares.

The filing also lists Kemly’s broader position, including 249,269 directly held common shares and multiple stock option grants under the 2019 Equity Incentive Plan, covering several hundred thousand underlying shares at exercise prices between $15.60 and $18.28 per share. These options have expiration dates ranging from 2029 through 2036 and are either fully vested or vest in scheduled annual installments.

Columbia Financial, Inc. director Daria Stacy-Walls reported a compensation-related acquisition of common stock equivalents through a stock-based deferral plan. She received 249.1058 share units of common stock at $19.57 per share under the Columbia Bank Stock Based Deferral Plan, held indirectly via a rabbi trust as phantom stock to be settled in shares upon distribution.

After this grant, she indirectly holds 28,847.681 common stock units through the deferral plan, 2,952 shares as indirect stock awards that vest on March 12, 2027, and 11,255 shares directly. The filing reflects ongoing equity-based compensation rather than open-market buying or selling.

Columbia Financial, Inc. executive John Klimowich, SEVP & Chief Risk Officer, reported a small compensation-related acquisition of common stock on May 15, 2026. A total of 34.9832 shares of Columbia Financial common stock at $19.57 per share were credited under the Columbia Bank Stock Based Deferral Plan, a non-qualified stock-based deferral plan where phantom stock purchased on a non-discretionary basis by the plan’s rabbi trust will be settled in shares upon distribution.

Following this grant, Klimowich indirectly holds 9,112.6836 shares through the Stock-Based Deferral Plan and has additional indirect holdings in various stock award programs, ESOP, SERP and 401(k) accounts, plus 63,662 common shares held directly. He also holds several stock option grants, including 188,235 options with a $15.60 exercise price expiring on July 23, 2029, as well as smaller option awards with exercise prices between $15.94 and $18.28 expiring between 2033 and 2036. The filing reflects routine equity compensation and updated holdings rather than any open-market buying or selling.

Columbia Financial, Inc. entered into an Agency Agreement with Keefe, Bruyette & Woods (KBW) to help sell its common stock in subscription and community offerings and to act as lead-left bookrunning manager for any firm commitment underwritten offering.

KBW will earn a 1.0% fee on the aggregate purchase price of shares sold in the subscription offering and 2.0% on shares sold in the community offering, excluding purchases by insiders, their families, personal trusts, and employee benefit plans. For any firm commitment underwritten offering, underwriters will receive tiered discounts based on proceeds, ranging from up to 5% for proceeds under $300 million to up to 3.15% for proceeds above $700 million. The shares are being offered under a Form S-1 registration statement with a related prospectus dated May 11, 2026.

Columbia Financial, Inc. is moving ahead with a major restructuring and acquisition. A newly formed Maryland holding company, also named Columbia Financial, Inc., plans to begin a common stock offering on or about May 21, 2026 as part of a second-step conversion of Columbia Bank MHC from mutual to full stock form.

The new entity is offering up to 192,625,000 shares of common stock at $10.00 per share, with at least 142,375,000 shares required to complete the conversion and offering. Shares will be sold first to eligible depositors, certain borrowers and the employee stock ownership plan, then potentially to the public through community and underwritten offerings.

The company and its bank have received all necessary approvals to commence the offering and have obtained conditional approval from the Federal Reserve and the Office of the Comptroller of the Currency to acquire Northfield Bancorp, Inc. and Northfield Bank immediately after the conversion closes, subject to shareholder and member approvals and customary conditions.

Columbia Financial, Inc. reported stronger quarterly results and detailed a planned corporate reorganization with an acquisition. For the three months ended March 31, 2026, net income rose to $13.1 million from $8.9 million, with diluted EPS increasing to $0.13 from $0.09. Net interest income grew to $60.4 million while the provision for credit losses declined to $1.0 million. Total assets were $11.0 billion, including $8.21 billion of gross loans and $8.37 billion of deposits. Asset quality remained manageable with non-accrual loans of $41.4 million and an allowance for credit losses on loans of $68.8 million. The company also recorded an other comprehensive loss of $1.9 million driven largely by unrealized losses on securities.

Strategically, Columbia outlined a proposed second-step conversion from a mutual holding company to a fully public stock holding company and an agreement to acquire Northfield Bancorp, Inc.. Following the conversion, Northfield will merge into a new Maryland holding company, which will become the parent of Columbia Bank. Each Northfield share will be exchanged for either stock or cash, with consideration ranging from 1.425–1.465 shares of new holding company stock or $14.25–$14.65 in cash per share, depending on the final independent valuation, subject to regulatory and stockholder approvals and a cap on the cash portion.

Columbia Financial, Inc. EVP & CIO Prabhu Manesh Balachandran reported compensation-related equity changes, mainly tied to performance awards and benefit plans, rather than open-market trading. The company determined that out of a performance-based restricted stock grant from May 1, 2023, 1,454 shares would vest and 7,267 shares would be forfeited based on results over the performance period.

The filing also shows a tax-withholding disposition of 830 shares of common stock at $19.25 per share, leaving 7,097 common shares held directly. Balachandran continues to hold additional common stock indirectly through stock awards, ESOP, 401(k), SERP and a stock-based deferral plan, and has phantom stock units economically equivalent to 7,669 shares that will be settled in cash. He also retains several blocks of vested and unvested stock options with exercise prices between the mid-teens and low twenties per share and expirations from 2032 to 2036, indicating a continuing equity-based stake aligned with the company’s long-term performance.

Columbia Financial, Inc. executive Mayra Liseth Rinaldi, EVP of Corporate Governance & Culture, reported routine updates to her equity holdings. The filing shows that 6,460 shares of performance-based restricted stock were forfeited back to the company after performance goals were not fully met, while 1,292 shares vested, as described in the footnotes.

In a separate line item, 739 common shares were disposed of at $19.25 per share to cover tax obligations, a non-market transaction coded as tax withholding. After these changes, she directly holds 20,169 common shares and has additional indirect holdings through plans such as ESOP and 401(k). She also retains multiple stock option grants, including 49,412 options exercisable at $15.60 per share expiring in 2029, plus newer options at higher exercise prices and 4,756 phantom stock units that will be settled in cash.