Columbia Financial insider reports vested options and performance awards (CLBK)

Rhea-AI Filing Summary

Jennings William Justin, EVP and Director at Columbia Financial, Inc. (CLBK), reported multiple stock-based transactions and holdings. On 08/08/2025 he acquired 3,126.226 phantom stock units under the Bank's Stock Based Deferral Plan at an implied price of $14.33; those units will be settled in shares upon distribution. The report also discloses indirect holdings of 3,116 shares via an ESOP, 608 via a SERP, 7,795 from a Stock Award II and 7,533 from a Stock Award III. Option positions include 41,475 options at $21.79 (fully vested, exercisable through 03/21/2032), 5,715 options at $16.49 (vesting begins 03/06/2025, exp. 03/06/2034) and 13,051 options at $16.23 (vesting begins 03/03/2026, exp. 03/03/2035).

Positive

• Acquisition of 3,126.226 phantom stock units under the Stock Based Deferral Plan, which will be settled in shares and aligns executive pay with shareholder outcomes
• Large vested option position: 41,475 options at a $21.79 strike are fully vested and exercisable, indicating retained upside exposure to the stock
• Performance-based awards disclosed (Stock Award II and III) link compensation to specified performance criteria, aligning incentives with long-term goals

Negative

• Disposition of 11,754 common shares reported (sale), which represents insider selling activity
• Outstanding options and awards could dilute shareholders if vested awards are settled in shares or options are exercised (example totals: 41,475; 5,715; 13,051 options)

Insights

Financial Analyst

TL;DR Routine insider compensation and option disclosures with no single transaction that appears immediately market-moving.

The Form 4 shows a mix of compensation-related activity: acquisition of phantom stock units under a non-qualified Stock Based Deferral Plan and the reporting of multiple indirect holdings and option grants. The acquisition of 3,126.226 units at $14.33 reflects deferral/compensation mechanics rather than an open-market purchase. The largest measurable, liquid economic exposure is the fully vested 41,475 options at a $21.79 strike, which could become shares if exercised. Overall, these entries document executive alignment with equity compensation programs but do not, by themselves, present a material corporate event or immediate earnings impact.

Corporate Governance Expert

TL;DR Disclosures indicate standard executive pay structure with performance-based awards and deferred units; vesting conditions moderate near-term dilution.

The filing documents several forms of equity compensation: phantom units in a rabbi trust (to be settled in shares), performance-based stock awards (Stock Award II and III) with multi-year vesting conditions, and stock options with staggered vesting and expirations. Performance-based awards and deferral plans are governance tools to align management and shareholder interests, but they also create potential future dilution if performance metrics are met and options are exercised. The report of an 11,754-share disposition is notable as an outright sale, but without context on total outstanding shares or recent market activity, it appears to be routine insider liquidity rather than a governance red flag.

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)
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		52.3378(1)	A	$14.33	3,126.226	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	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).
** 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 the CLBK Form 4 for Jennings William Justin report?

Acquired 3,126.226 phantom stock units at $14.33 on 08/08/2025; reported disposal of 11,754 shares; disclosed indirect holdings via ESOP and SERP and multiple stock awards and option grants.

How many stock options does Jennings hold and which are vested?

Jennings holds 41,475 options at $21.79 (fully vested, exercisable through 03/21/2032), 5,715 options at $16.49 (vesting begins 03/06/2025, exp. 03/06/2034) and 13,051 options at $16.23 (vesting begins 03/03/2026, exp. 03/03/2035).

What are the vesting terms for Stock Award II and Stock Award III?

Stock Award II: 25% vests in three approximately equal annual installments beginning 03/06/2025; remaining 75% vests upon specified performance criteria and would vest three years after grant if achieved. Stock Award III: vests upon achievement of specified performance criteria and would vest three years after grant (target date noted as 03/03/2028 if criteria met).

Which plans hold Jennings' indirect equity interests?

Indirect holdings reported via the Columbia Bank Stock Based Deferral Plan (rabbi trust), ESOP, and SERP, as well as award programs under the 2019 Equity Incentive Plan.

Does the filing show any immediate material corporate event for CLBK?

No single transaction in the Form 4 indicates a material corporate event; the disclosures largely reflect compensation arrangements and routine insider activity.