Form 4: CLBK CEO updates insider holdings

Columbia Financial CEO Thomas J. Kemly reported acquiring 118.6674 phantom stock units at $15.06 via a deferral plan and detailed substantial existing stock and option positions.

Summary

• Reporting insider: Thomas J. Kemly, President & CEO and Director of Columbia Financial, Inc. (CLBK).
• Transaction date: 11/14/2025; acquired 118.6674 phantom stock units at $15.06 under the Columbia Bank Stock-Based Deferral Plan.
• Post-transaction balance in Stock-Based Deferral Plan: 66,160.9033 units (indirect ownership).
• Direct common stock ownership: 233,808 shares.
• Indirect common stock holdings: 40,946 (401(k)); 7,620 (ESOP); 32,597 (SERP); 41,572 (SIM); 5,933 (Spouse); 43,411 (Stock Award II); 50,686 (Stock Award III); 54,690 (Stock Award IV).
• Derivative holdings (stock options): 656,471 options at $15.60, expiring 07/23/2029 (fully vested and exercisable); 37,894 options at $15.94, expiring 05/01/2033; 37,168 options at $16.49, expiring 03/06/2034; 94,749 options at $16.23, expiring 03/03/2035.
• Equity awards and options generally vest in three approximately equal annual installments starting on 05/01/2024 (Award/Options II), 03/06/2025 (Award/Options III), and 03/03/2026 (Award/Options IV), with 75% of certain awards vesting only upon achievement of specified performance criteria.
• Award IV performance-based component, if achieved, vests three years after the date of the Award on 03/03/2028.
• Phantom stock units under the deferral plan will be settled in shares upon distribution to the reporting person.

Sentiment

Score: 5

Explanation: Neutral, administrative insider ownership update with a small phantom stock acquisition and routine vesting/option details.

Positives

• Incremental acquisition increases economic exposure: 118.6674 phantom stock units at $15.06.
• Substantial insider ownership remains in place: 233,808 direct shares plus significant indirect holdings across retirement and incentive plans.
• Large fully exercisable option block provides immediate alignment and potential upside participation: 656,471 options at a $15.60 exercise price expiring 07/23/2029.
• Structured vesting schedules support long-term retention and alignment (multi-year installments and performance-based criteria).

Negatives

• The acquisition was via a stock-based deferral plan (phantom stock), not an open-market common stock purchase.
• Performance-based vesting means a significant portion of awards may not vest if criteria are not achieved.
• Future share settlement of deferral plan units and vesting of awards could add to share issuance at distribution/vesting.

Risks

• Performance-based vesting criteria must be achieved for 75% of certain stock awards to vest; if not achieved, those portions will not vest.
• Settlement of stock unit interests in shares upon distribution may result in share issuance at that future time.

Future Outlook

No forward-looking statements or financial guidance provided.

Industry Context

Insider updates of this type are routine for regional banks and typically reflect ongoing equity compensation and deferral programs rather than signaling operational changes. Phantom stock accruals and multi-year vesting schedules are standard mechanisms to align executive incentives with long-term shareholder value.

Comparison to Industry Standards

• The scale and structure of equity incentives (options with multi-year vesting and performance-based awards) are consistent with practices at U.S. regional banks of similar size (e.g., Provident Financial Services, Lakeland Bancorp, Valley National Bancorp).
• Use of a non-qualified stock-based deferral plan (rabbi trust/phantom stock) is a common executive compensation tool in financial institutions to defer income and align with long-term performance.
• Option exercise prices near the recent trading range and long-dated expirations are within typical parameters for bank equity plans adopted post-IPO or demutualization.

Stakeholder Impact

• Limited immediate market impact; transaction is a small phantom stock accrual within a deferral plan.
• Long-term alignment maintained through significant equity exposure and performance-conditioned awards.
• Potential future share issuance upon distribution/settlement of deferred units and vesting of awards.

Next Steps

• Time-based vesting to continue in three approximately equal annual installments beginning 05/01/2024, 03/06/2025, and 03/03/2026, as applicable.
• Performance-based portions of awards to vest only if specified criteria are achieved, including Award IV targeted for 03/03/2028.

Key Dates

Keywords

Columbia Financial, CLBK, Form 4, insider transaction, Thomas J. Kemly, phantom stock, Stock-Based Deferral Plan, 2019 Equity Incentive Plan, stock options, vesting, rabbi trust, beneficial ownership