Columbia Financial insider filing: Kemly reports stock-unit purchase and option holdings

Rhea-AI Filing Summary

Thomas J. Kemly, President & CEO and director of Columbia Financial, Inc. (CLBK), reported insider transactions dated 09/19/2025 on a Form 4. The filing shows an acquisition under the Columbia Bank Stock Based Deferral Plan described as 115.2244 units purchased at $15.51 (noted as phantom stock to be settled in shares). The filing lists multiple existing direct and indirect common stock holdings and awards, including a reported post-transaction beneficial ownership amount of 65,670.89 (I). The report also discloses outstanding stock options exercisable into common shares with strike prices and amounts: $15.60 (656,471), $15.94 (37,894), $16.49 (37,168), and $16.23 (94,749). Explanations clarify vesting schedules and that certain awards are performance-based or subject to multi-year vesting.

Positive

• Acquisition under deferral plan: Reporting person purchased phantom stock units through the Columbia Bank Stock Based Deferral Plan, demonstrating executive participation in long-term compensation structures.
• Transparency on awards: Filing details vesting schedules and performance-based criteria for multiple stock awards, aiding investor assessment of future dilution timing.
• Long-dated options: Options with expirations through 2035 align executive incentives with multi-year performance.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider acquired stock units through a non-qualified deferral plan; vesting and performance-based awards remain significant.

The Form 4 documents a routine acquisition of phantom stock units under the company's Stock Based Deferral Plan and a disclosure of existing equity and option holdings by the CEO/director. The filing clearly identifies multiple equity award tranches with staggered vesting and performance conditions, and sizable outstanding option positions with exercise prices between $15.60 and $16.49. From a governance perspective, these details reflect standard executive compensation practices: deferred compensation, long-dated options, and performance-based awards to align management incentives with shareholder outcomes. The form includes explicit vesting timelines and settlement mechanics for the deferral plan.

Securities Analyst

TL;DR: Transaction is an acquisition under a deferral plan; option overhang remains measurable but consistent with prior grants.

The reported acquisition on 09/19/2025 is described as phantom stock purchased by a trustee of a rabbi trust, to be settled in shares on distribution. The filing lists a post-transaction beneficial ownership figure of 65,670.89 (indirect). It also discloses four option series exercisable into common stock totaling 826,282 options across strikes of $15.60, $15.94, $16.49, and $16.23, with various vesting commencement dates and multi-year expirations through 2035. These disclosures are material for share count dilution modelling and executive incentive analysis but do not by themselves indicate a change in company fundamentals.

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
Estimated average burden
hours per response:			0.5

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)
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		115.2244(1)	A	$15.51	65,670.89	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	09/23/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Thomas J. Kemly report on the Form 4 for CLBK?

The Form 4 reports a 09/19/2025 acquisition of 115.2244 phantom stock units at $15.51 under the Columbia Bank Stock Based Deferral Plan and discloses existing equity awards and options.

How many stock options does the filing show and what are the strike prices?

The filing lists four option series exercisable into common stock totaling 656,471, 37,894, 37,168, and 94,749 options with strike prices of $15.60, $15.94, $16.49, and $16.23 respectively.

What is the reported beneficial ownership after the transaction?

The document shows a reported post-transaction beneficial ownership amount of 65,670.89 (indirect).

Are any awards subject to performance-based vesting?

Yes. The filing states several stock awards include performance-based vesting criteria where up to 75% of certain awards vest only if specified performance targets are met.

Was the acquired stock to be immediately settled in shares?

No. The acquired units are described as phantom stock purchased by a trustee of a rabbi trust under the Stock Based Deferral Plan and are to be settled in shares upon distribution.