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Columbia Financial (NASDAQ: CLBK) sets KBW fees for planned stock offerings

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Columbia sets detailed fee structure with KBW for upcoming stock offerings.

Columbia Financial engaged Keefe, Bruyette & Woods to place common stock in subscription and community offerings and to lead any firm commitment underwritten deal. Fees are clearly defined as percentages of the aggregate purchase price across offering types and size tiers.

Underwriting discounts decline from up to 5% below $300 million of proceeds to up to 3.15% above $700 million, which can support economics on larger transactions. Actual impact will depend on the size and mix of offerings completed under the referenced May 11, 2026 prospectus.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Subscription offering fee 1.0% of aggregate purchase price Fee payable to KBW on subscription offering sales
Community offering fee 2.0% of aggregate purchase price Fee payable to KBW on community offering sales
Underwriting discount tier 1 Up to 5% of aggregate purchase price Firm commitment proceeds less than $300 million
Underwriting discount tier 2 Up to 4% of aggregate purchase price Firm commitment proceeds between $300 million and $500 million
Underwriting discount tier 3 Up to 3.5% of aggregate purchase price Firm commitment proceeds between $500 million and $700 million
Underwriting discount tier 4 Up to 3.15% of aggregate purchase price Firm commitment proceeds greater than $700 million
Registration statement number Form S-1 No. 333-294103 Governing registration under Securities Act of 1933
Prospectus date May 11, 2026 Date of related prospectus for the offering
Agency Agreement financial
"entered into an Agency Agreement with Keefe Bruyette & Woods, Inc."
subscription offering financial
"selling the shares of the Company’s common stock in the Company’s subscription and community offerings"
A subscription offering is a company’s sale of new securities that investors agree to buy in advance, similar to signing up for a magazine subscription where you commit to receive future issues. It matters to investors because it changes how many shares exist and who owns them, and it provides the company with cash for growth, debt repayment or other plans—outcomes that can raise or lower the value of existing holdings.
community offering financial
"a fee of 2.0% of the aggregate purchase price of all shares of common stock sold by the Company in the community offering"
A community offering is a company’s sale of stock or other securities made available primarily to a defined local group—such as residents, customers, employees, or members—rather than the general public. Think of it like a neighborhood fundraiser where locals get first dibs on buying in; for investors it matters because it raises capital, can broaden or deepen the shareholder base, may offer preferential terms, and can affect share supply, ownership dilution, and future liquidity.
firm commitment underwritten offering financial
"act as lead-left book running manager for any firm commitment underwritten offering"
A firm commitment underwritten offering is when one or more investment banks agree to buy all the new shares or securities from a company and then resell them to investors, guaranteeing the company a fixed amount of cash. Think of it like a retailer buying an entire shipment from a manufacturer before selling it to customers—this gives the company certainty about funding but shifts the resale risk to the banks and typically dilutes existing shareholders, which can affect the stock price.
Registration Statement on Form S-1 regulatory
"pursuant to a Registration Statement on Form S-1 (Registration No. 333-294103)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
underwriting discount financial
"the underwriters will receive an underwriting discount not to exceed 5% of the aggregate purchase price"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
Understanding 8-K Material Events →
false000172359600017235962020-07-292020-07-29

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): May 11, 2026

Columbia Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3845622-3504946
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification Number)

19-01 Route 208 North, Fair Lawn, New Jersey 07410
(Address of principal executive offices)

(800) 522-4167
(Registrant’s telephone number, including area code)

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:
☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareCLBKThe Nasdaq Stock Market LLC

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 1.01 Entry Into Material Definitive Agreement

    Delaware corporation, Columbia Bank, MHC and Columbia Bank entered into an Agency Agreement with Keefe Bruyette & Woods, Inc. (“KBW”), which will assist the Company on a best efforts basis in selling the shares of the Company’s common stock in the Company’s subscription and community offerings, and act as lead-left book running manager for any firm commitment underwritten offering.

KBW will receive a fee of 1.0% of the aggregate purchase price of all shares of common stock sold by the Company in the subscription offering and a fee of 2.0% of the aggregate purchase price of all shares of common stock sold by the Company in the community offering, including any merger shares issued to achieve the adjusted minimum of the offering range. No fee will be payable to KBW with respect to shares purchased by directors, officers, employees or their immediate families (as defined in the Agency Agreement) and their personal trusts, and shares purchased by any of the Company’s employee benefit plans or trusts.

In the event of a firm commitment underwritten offering, KBW will seek to form a syndicate of registered broker-dealers to undertake such firm commitment offering. If the transaction proceeds of such firm commitment offering are less than $300 million, the underwriters will receive an underwriting discount not to exceed 5% of the aggregate purchase price of the shares of common stock sold in the firm commitment underwritten offering. In the event of a firm commitment underwritten offering with transaction proceeds between $300 million and $500 million, the underwriters will receive an underwriting discount not to exceed 4% of the aggregate purchase price of the shares of common stock sold in the firm commitment underwritten offering. In the event of a firm commitment underwritten offering with transaction proceeds between $500 million and $700 million, the underwriters will receive an underwriting discount not to exceed 3.5% of the aggregate purchase price of the shares of common stock sold in the firm commitment underwritten offering. In the event of a firm commitment underwritten offering with transaction proceeds greater than $700 million, the underwriters will receive an underwriting discount not to exceed 3.15% of the aggregate purchase price of the shares of common stock sold in the firm commitment underwritten offering.

The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-294103) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 11, 2026

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by references to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits
    
        (d) Exhibits
Exhibit NumberDescription
1.1
Agency Agreement, dated as of May 11, 2026, by and among Columbia Financial, Inc., a Maryland corporation, Columbia Financial, Inc., a Delaware corporation, Columbia Bank MHC and Columbia Bank and Keefe, Bruyette & Woods, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
Date:May 15, 2026/s/Dennis E. Gibney
Dennis E. Gibney
1st Senior Executive Vice President, Chief Banking Officer


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Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Columbia Financial (CLBK) enter into with KBW?

Columbia Financial entered an Agency Agreement with Keefe, Bruyette & Woods to assist in selling its common stock in subscription and community offerings and to act as lead-left bookrunning manager for any firm commitment underwritten offering, all under a Form S-1 registration statement.

How is Keefe, Bruyette & Woods compensated in Columbia Financial’s subscription offering?

In the subscription offering, KBW receives a fee equal to 1.0% of the aggregate purchase price of all Columbia Financial common shares sold. This percentage applies only to subscription offering sales and excludes certain insider and employee benefit plan purchases specified in the agreement.

What fees will KBW earn in Columbia Financial’s community stock offering?

For the community offering, KBW will earn a 2.0% fee on the aggregate purchase price of all Columbia Financial common shares sold. No fee is paid on shares bought by directors, officers, employees, their immediate families, related personal trusts, or employee benefit plans and trusts.

How are underwriting discounts structured for Columbia Financial’s firm commitment offerings?

Underwriting discounts are tiered by transaction proceeds: up to 5% below $300 million, up to 4% between $300 million and $500 million, up to 3.5% between $500 million and $700 million, and up to 3.15% for proceeds greater than $700 million, all based on aggregate purchase price.

Are insider and employee plan purchases included in KBW’s fee base for CLBK offerings?

No. The agreement states no fee is payable on shares purchased by Columbia Financial directors, officers, employees, their immediate families and related personal trusts, or any employee benefit plans or trusts. KBW’s percentage fees apply only to other qualifying subscription and community offering sales.

Under what registration is Columbia Financial offering these common shares?

The shares are offered under a Registration Statement on Form S-1, Registration No. 333-294103, filed under the Securities Act of 1933, with a related prospectus dated May 11, 2026. This registration governs the subscription, community, and any firm commitment underwritten offerings.

Filing Exhibits & Attachments

4 documents

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