Columbia Financial EVP Reports Equity Deferral Purchase and Outstanding Options

Rhea-AI Filing Summary

Jennings William Justin, EVP, Operations Officer of Columbia Financial, Inc. (CLBK), reported multiple equity-related transactions and holdings. On 09/19/2025 he acquired 48.3559 phantom stock units under the Bank's rabbi trust for the Stock Based Deferral Plan at a reported price of $15.51, which will be settled in shares upon distribution. The reporting person also discloses existing indirect and direct holdings across plans and awards: 11,754 shares disposed, and beneficial ownership interests including 3,116 shares (ESOP), 608 shares (SERP), and vested and unvested stock awards and options totaling ~80,292 underlying shares/options across several grants and expirations.

Positive

• Purchased 48.3559 phantom stock units under the Stock Based Deferral Plan at $15.51, which will be settled in shares on distribution
• Clear disclosure of vesting schedules and exercisable option amounts, including fully vested options (41,475 exercisable at $21.79)
• Participation across multiple compensation plans (Stock Based Deferral Plan, ESOP, SERP, and Equity Incentive Plan) indicating alignment with long-term equity incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider equity compensation activity; small purchase via deferral plan and extensive outstanding options and awards.

The Form 4 shows a non-discretionary purchase of 48.3559 phantom stock units at $15.51 under a deferred compensation arrangement, which will convert to shares on distribution. The filing lists multiple existing equity vehicles: outstanding vested options (41,475 exercisable at $21.79) and additional option tranches and performance/time-based awards. For investors, this is compensation-related disclosure rather than a market-moving sale or acquisition by the officer.

Corporate Governance Expert

TL;DR: Disclosure aligns with typical executive compensation reporting; no governance red flags evident.

The report discloses participation in the Stock Based Deferral Plan, ESOP, SERP and multiple equity incentive awards under the 2019 plan, with clear vesting schedules and exercisability noted. The presence of large outstanding option balances and performance-based awards is common for senior executives; the filing documents vesting conditions and exercisable amounts transparently.

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

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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^*

Jennings William Justin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		A		48.3559(1)	A	$15.51	3,273.4084	I	By Stock-Based Deferral Plan
Common Stock								11,754	D
Common Stock								3,116	I	By ESOP
Common Stock								608	I	By SERP
Common Stock								7,795	I	By Stock Award II(2)
Common Stock								7,533	I	By Stock Award III(3)

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)	$21.79							03/21/2023(4)	03/21/2032	Common Stock	41,475		41,475	D
Stock Options (right to buy)	$16.49							03/06/2025(5)	03/06/2034	Common Stock	5,715		5,715	D
Stock Options (right to buy)	$16.23							03/03/2026(6)	03/03/2035	Common Stock	13,051		13,051	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 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.

3. 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.

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

5. 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.

6. 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	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did CLBK insider Jennings William Justin report on Form 4?

The Form 4 reports the acquisition of 48.3559 phantom stock units on 09/19/2025 under the Columbia Bank Stock Based Deferral Plan at a price of $15.51.

How many exercisable stock options does Jennings hold according to the filing?

The filing shows 41,475 exercisable stock options at an exercise price of $21.79 (expiring 03/21/2032) plus additional option tranches totaling 18,766 options across later grants.

Are any stock awards subject to performance-based vesting?

Yes. Certain stock awards under the Columbia Financial, Inc. 2019 Equity Incentive Plan include performance-based vesting provisions that would vest three years after grant if specified criteria are achieved.

Will the phantom stock units be converted to shares?

Yes. The explanation states the phantom stock units purchased in the rabbi trust under the Stock Based Deferral Plan will be settled in shares of stock upon distribution.

Did the filing indicate any direct disposals of shares by the reporting person?

The Table I entries show 11,754 shares disposed in the reporting lines, but the filing primarily details acquisition of phantom units and existing indirect holdings across plans.