Kearny Financial (KRNY) ESOP trust discloses 7.2% ownership stake

Rhea-AI Filing Summary

Kearny Bank Employee Stock Ownership Plan Trust filed Amendment No. 1 to a Schedule 13G reporting its beneficial ownership of 4,671,133 shares of Kearny Financial Corp., equal to 7.2% of the company’s common stock as of 12/31/2025.

The trust reports sole voting power over 1,856,456 shares and shared voting power over 2,814,677 shares. It has sole dispositive power over 4,533,211 shares and shared dispositive power over 137,922 shares. The filer certifies the shares are held in the ordinary course and not to change or influence control.

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Accepted by SEC EDGAR 02/13/2026 - 03:10 PM Learn about SEC filing dates

FAQ

What does the Schedule 13G/A filing for KRNY disclose?

The Schedule 13G/A shows that Kearny Bank Employee Stock Ownership Plan Trust beneficially owns 4,671,133 Kearny Financial Corp. shares, representing 7.2% of the common stock. This is a passive ownership disclosure, not a control-seeking filing or a transaction agreement.

Who is the reporting owner in Kearny Financial (KRNY)’s latest Schedule 13G/A?

The reporting owner is the Kearny Bank Employee Stock Ownership Plan Trust, with Pentegra Trust Company serving as trustee. The trust is organized in New Jersey and reports its beneficial ownership and voting/dispositive powers over Kearny Financial Corp. common stock.

How many KRNY shares does the Kearny ESOP trust beneficially own?

The Kearny Bank Employee Stock Ownership Plan Trust reports beneficial ownership of 4,671,133 Kearny Financial Corp. common shares. This holding represents 7.2% of the company’s outstanding common stock as of December 31, 2025, according to the Schedule 13G/A filing.

What voting power does the ESOP trust report over KRNY shares?

The trust reports sole voting power over 1,856,456 Kearny Financial shares and shared voting power over 2,814,677 shares. This split indicates some shares are voted exclusively by the trust, while others involve shared voting authority, as detailed in the ownership section.

What dispositive power is reported over Kearny Financial (KRNY) shares?

The ESOP trust reports sole dispositive power over 4,533,211 shares and shared dispositive power over 137,922 shares. Dispositive power reflects authority to sell or otherwise dispose of shares, distinguishing between shares controlled solely by the trust and those with shared control.

Is the Kearny ESOP trust seeking to influence control of KRNY?

No. The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Kearny Financial Corp., other than limited activities tied to a nomination under Rule 14a-11.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

KEARNY FINANCIAL CORP.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

48716P108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 48716P108

1

Names of Reporting Persons

Kearny Bank Employee Stock Ownership Plan Trust

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,856,456.00
6	Shared Voting Power 2,814,677.00
7	Sole Dispositive Power 4,533,211.00
8	Shared Dispositive Power 137,922.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,671,133.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.2 %

12

Type of Reporting Person (See Instructions)

EP

SCHEDULE 13G

Item 1.
(a)	Name of issuer: KEARNY FINANCIAL CORP.
(b)	Address of issuer's principal executive offices: 120 Passaic Avenue, Fairfield, New Jersey, 07004
Item 2.
(a)	Name of person filing: Kearny Bank Employee Stock Ownership Plan Trust Trustee: Pentegra Trust Company
(b)	Address or principal business office or, if none, residence: c/o Pentegra Services, Inc. 2 Enterprise Drive, Suite 408 Shelton, Connecticut 06484
(c)	Citizenship: New Jersey
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 48716P108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,671,133
(b)	Percent of class: 7.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,856,456
	(ii) Shared power to vote or to direct the vote: 2,814,677
	(iii) Sole power to dispose or to direct the disposition of: 4,533,211
	(iv) Shared power to dispose or to direct the disposition of: 137,922
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kearny Bank Employee Stock Ownership Plan Trust

Signature:	/s/ Paula Edmonds
Name/Title:	Paula Edmonds, Senior Vice President, Pentegra Trust Company, Trustee
Date:	02/10/2026