CLBK CEO Acquired Phantom Units at $14.33 and Holds Multiple Option Tranches

Rhea-AI Filing Summary

Kemly Thomas J., who serves as President & CEO and a director of Columbia Financial, Inc. (CLBK), reported insider transactions dated 08/08/2025. The filing shows a disposition of 233,808 common shares and the purchase of 124.7125 phantom stock units under the company’s rabbi trust at a price of $14.33 per unit; those phantom units are to be settled in shares upon distribution. Following the reported transactions, the filing lists 65,320.1776 shares beneficially owned, many held indirectly through plans including a 401(k), ESOP, SERP, spouse, and multiple stock award vehicles.

The report also discloses outstanding stock option positions granted under the 2019 Equity Incentive Plan: 656,471 options at $15.60 (fully vested, exp. 07/23/2029), 37,894 at $15.94 (exp. 05/01/2033), 37,168 at $16.49 (exp. 03/06/2034), and 94,749 at $16.23 (exp. 03/03/2035). Several stock awards include time- and performance-based vesting conditions described in the filing.

Positive

• Continued material ownership: Reports 65,320.1776 shares beneficially owned following transactions.
• Equity-linked compensation: Holds multiple stock option tranches including 656,471 options at $15.60 (fully vested).
• Long-term alignment: Acquired 124.7125 phantom stock units under the Stock Based Deferral Plan, which will be settled in shares upon distribution.

Negative

• Large insider sale: Disposed of 233,808 common shares as reported in the filing.
• Significant portion of awards are performance-vested: Several stock awards vest only upon achievement of specified performance criteria, delaying realization of those shares.

Insights

Financial Analyst

TL;DR: Significant insider sale of 233,808 shares, but CEO retains material equity and multiple long-dated option tranches.

The reported sale of 233,808 shares is a sizeable, explicit disposition and is noteworthy because insider sales can signal liquidity needs or portfolio rebalancing. Offsetting that, the filing shows continued material ownership—65,320.1776 shares beneficially owned including indirect plan holdings—and multiple option grants with staggered expirations, including a large fully vested tranche of 656,471 options. The combination of immediate sale and preserved long-term incentives (phantom units and performance-vested awards) suggests a mix of near-term liquidity action and ongoing alignment with shareholder value through incentive structures. Analysis should focus on the magnitude of the sale relative to her total holdings and any scheduled option exercises.

Corporate Governance Expert

TL;DR: Insider retains substantial equity and programmatic awards, but the large disclosed sale warrants disclosure scrutiny.

The filing documents a programmatic acquisition via the rabbi trust and multiple equity award schedules with performance vesting, which align executive and shareholder interests when vesting conditions are met. However, the explicit disposition of 233,808 shares is material from a governance and disclosure perspective and should be monitored alongside future filings for patterns. The presence of indirect holdings through retirement and deferred compensation plans, plus multi-year option schedules, indicates compensation is heavily equity-linked and subject to plan terms described in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kemly Thomas J.

(Last) (First) (Middle)

19-01 ROUTE 208 NORTH

(Street)

FAIR LAWN NJ 07410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Columbia Financial, Inc. [ CLBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		A		124.7125(1)	A	$14.33	65,320.1776	I	By Stock-Based Deferral Plan
Common Stock								233,808	D
Common Stock								40,946	I	By 401(k)
Common Stock								7,620	I	By ESOP
Common Stock								32,597	I	By SERP
Common Stock								41,572	I	By SIM
Common Stock								5,933	I	By Spouse
Common Stock								43,411	I	By Stock Award II(2)
Common Stock								50,686	I	By Stock Award III(3)
Common Stock								54,690	I	By Stock Award IV(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$15.6							07/23/2020(5)	07/23/2029	Common Stock	656,471		656,471	D
Stock Options (right to buy)	$15.94							05/01/2024(6)	05/01/2033	Common Stock	37,894		37,894	D
Stock Options (right to buy)	$16.49							03/06/2025(7)	03/06/2034	Common Stock	37,168		37,168	D
Stock Options (right to buy)	$16.23							03/03/2026(8)	03/03/2035	Common Stock	94,749		94,749	D

Explanation of Responses:

1. Represents phantom stock purchased, on a non-discretionary basis, by the trustee of the Bank's rabbi trust maintained in connection with the Columbia Bank Stock Based Deferral Plan, a non-qualified stock-based deferral plan. Stock unit interests under the Columbia Bank Stock Based Deferral Plan will be settled in shares of stock upon distribution to the reporting person.

2. Stock Awards granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive plan, 25% of which vest in three approximately equal annual installments commencing on May 1, 2024; and the remaining 75% of which vest upon achievement of certain specified performance-based vesting criteria, which if achieved, such Awards would vest three years after the date of the Award.

3. Stock Awards granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive plan, 25% of which vest in three approximately equal annual installments commencing on March 6, 2025; and the remaining 75% of which vest upon achievement of certain specified performance-based vesting criteria, which if achieved, such Awards would vest three years after the date of the Award.

4. Stock Awards granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive plan, which vest upon achievement of certain specified performance-based vesting criteria, which if achieved, such Awards would vest three years after the date of the Award on March 3, 2028.

5. Stock Options granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan are fully vested and exercisable.

6. Stock Options granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan vest in three approximately equal annual installments commencing on May 1, 2024.

7. Stock Options granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan vest in three approximately equal annual installments commencing on March 6, 2025.

8. Stock Options granted pursuant to the Columbia Financial, Inc. 2019 Equity Incentive Plan vest in three approximately equal annual installments commencing on March 3, 2026.

Remarks:

	/s/ Dennis E. Gibney, Power of Attorney	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Columbia Financial CEO Kemly Thomas report on Form 4 (CLBK)?

The form reports a disposition of 233,808 common shares and the purchase of 124.7125 phantom stock units under the rabbi trust at $14.33 per unit.

How many shares does Kemly Thomas beneficially own after the reported transactions (CLBK)?

The filing lists 65,320.1776 shares beneficially owned following the reported transactions, many held indirectly through company plans and by spouse.

What stock options and strike prices does the Form 4 disclose for Kemly Thomas (CLBK)?

Disclosed options: 656,471 at $15.60 (fully vested, exp. 07/23/2029), 37,894 at $15.94 (exp. 05/01/2033), 37,168 at $16.49 (exp. 03/06/2034), and 94,749 at $16.23 (exp. 03/03/2035).

Were any of the reported equity awards subject to performance-based vesting (CLBK)?

Yes. The filing states several Stock Awards (Stock Award II, III, IV) include performance-based vesting criteria and time-based vesting schedules as described in the explanations.

Who filed or signed the Form 4 for Kemly Thomas (CLBK)?

The Form 4 shows the filing was executed under power of attorney by Dennis E. Gibney as indicated in the signature block.