Columbia Financial (CLBK) Exec Reports Phantom Unit Purchase, Large Option Holdings

Rhea-AI Filing Summary

Columbia Financial, Inc. (CLBK) Form 4 highlights insider transactions by EVP Operations Officer William Jennings. The filing shows a non-derivative acquisition on 09/05/2025 of 49.9666 phantom stock units purchased at $15.01 under the Columbia Bank Stock Based Deferral Plan; those units will be settled in shares upon distribution. The report also discloses existing beneficial holdings across plans: an ESOP holding of 3,116 shares, a SERP holding of 608 shares, and stock awards identified as 7,795 and 7,533 shares tied to performance and time-based vesting. Derivative holdings include stock options for 41,475, 5,715, and 13,051 underlying shares with exercise prices of $21.79, $16.49, and $16.23, respectively; the largest option tranche is fully vested and exercisable.

Insights

Corporate Governance Expert

TL;DR: Routine insider acquisition and disclosure of multiple equity vehicles with scheduled and performance-based vesting; no apparent unusual activity.

The Form 4 documents a small purchase of phantom stock units within a non-qualified deferral plan and outlines the reporting officer's holdings across ESOP, SERP and multiple equity award tranches. Several stock awards are performance-conditioned and time-based, which aligns executive incentives with long-term company performance. The presence of a large, fully vested option tranche (41,475 shares at $21.79) is notable for potential future exercises but does not itself indicate an immediate dilutive event. All transactions are standard for executive compensation reporting and were reported via Power of Attorney signature.

Securities Analyst

TL;DR: Insider acquired ~50 phantom units at $15.01; significant option exposure exists but no disposals indicating exit.

The 09/05/2025 acquisition of 49.9666 phantom units at $15.01 is modest in size relative to the option positions disclosed. Derivative positions total 60,241 underlying shares across three option grants with strike prices of $21.79, $16.49 and $16.23 and staggered vesting/expiration schedules through 2035. The filing shows no large sales or transfers that would signal an insider liquidity event. From an investor-impact perspective, these are routine disclosures of compensation-related holdings and do not by themselves alter ownership control or imply near-term dilution beyond existing outstanding awards.

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^*

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)
09/05/2025

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	09/05/2025		A		49.9666(1)	A	$15.01	3,225.0525	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	09/09/2025
	** 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 transaction did William Jennings report on Form 4 for CLBK?

The filing reports an acquisition on 09/05/2025 of 49.9666 phantom stock units purchased at $15.01 under the Columbia Bank Stock Based Deferral Plan.

How many shares are held indirectly by the reporting person via ESOP and SERP?

The Form 4 discloses 3,116 shares held via the ESOP and 608 shares held via the SERP.

What derivative positions does the reporting person hold according to the filing?

The filing lists stock options covering 41,475 (exercise $21.79), 5,715 (exercise $16.49) and 13,051 (exercise $16.23) underlying shares, with expirations through 2035.

Are any stock awards performance-based?

Yes; one award specifies that 75% vests only upon achievement of specified performance-based vesting criteria, with the remainder vesting over time.

Was the Form 4 signed by the reporting person?

The filing was signed by Dennis E. Gibney as Power of Attorney on 09/09/2025 for the reporting person.