Form 4: CLBK director acquires deferred stock units

Director Noel R. Holland reported acquiring 11.0611 phantom stock units at $15.06 via Columbia Bank’s stock-based deferral plan and detailed existing share and option holdings.

Summary

• On 11/14/2025, Director Noel R. Holland acquired 11.0611 shares (phantom stock units) of Columbia Financial, Inc. at $15.06 through the Columbia Bank Stock Based Deferral Plan.
• Following the transaction, indirectly holds 9,990.6929 shares via the Stock-Based Deferral Plan.
• Other beneficial holdings: 33,519 shares held directly; 46,280 shares held indirectly via SEP-IRA; 3,207 shares held indirectly via Stock Award IV.
• Derivative holdings: stock options for 83,294 shares at an exercise price of $15.60; fully vested and exercisable since 07/23/2020; expire on 07/23/2029.
• The deferral plan purchase was made on a non-discretionary basis by the trustee of the bank’s rabbi trust; stock unit interests will be settled in shares upon distribution.
• Stock awards under the Columbia Financial, Inc. 2019 Equity Incentive Plan vest on 03/11/2026.

Sentiment

Score: 5

Explanation: Neutral to slightly positive: an incremental insider acquisition via a routine, non-discretionary deferral plan with substantial pre-existing, fully vested options; no fundamental or performance data provided.

Positives

• Insider acquired additional equity exposure (11.0611 units) via the stock-based deferral plan, modestly increasing alignment with shareholders.
• Substantial vested option position: 83,294 options at a $15.60 strike, fully exercisable and not expiring until 07/23/2029.
• Clear disclosure of diversified beneficial ownership across direct holdings, SEP-IRA, deferred stock units, and stock awards.

Negatives

• The acquisition size is minimal (11.0611 units) and occurs under a non-discretionary deferral plan rather than an open-market purchase.
• A significant portion of holdings are indirect (SEP-IRA and deferral plan), offering limited incremental price signal.

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• Phantom stock was purchased on a non-discretionary basis by the trustee of the bank’s rabbi trust under the Columbia Bank Stock Based Deferral Plan; stock unit interests will be settled in shares upon distribution.
• Stock Awards granted under the 2019 Equity Incentive Plan vest on 03/11/2026.
• Stock options under the 2019 Equity Incentive Plan are fully vested and exercisable.

Industry Context

Small, periodic insider acquisitions via non-qualified stock deferral plans and routine equity award vesting schedules are common among U.S. regional banks and typically reflect ongoing director compensation rather than discretionary buying.

Comparison to Industry Standards

• The use of a rabbi trust and non-discretionary deferral plan purchases aligns with common practices at peer regional banks (e.g., Provident Financial Services (PFS), Lakeland Bancorp (LBAI)), where directors accrue modest phantom stock units periodically.
• Vesting schedules and long-dated, fully vested options under a 2019 equity plan are standard across bank peers with comparable governance structures.
• The very small incremental acquisition size is typical of automatic plan purchases and generally not considered a price-informative signal versus discretionary open-market buys.

Stakeholder Impact

• Minimal immediate share-count or valuation impact; activity reflects standard director compensation mechanics.
• Continued equity-based participation by a director aligns incentives with shareholders without implying discretionary buying pressure.
• No operational or financial guidance changes indicated for customers, employees, suppliers, or creditors.

Next Steps

• Stock Awards vest on 03/11/2026.
• Stock options remain exercisable until 07/23/2029.
• Deferred stock units to be settled in shares upon distribution as specified by the plan.

Key Dates

Keywords

Columbia Financial, CLBK, Form 4, insider transaction, beneficial ownership, phantom stock, stock-based deferral plan, rabbi trust, stock options, 2019 Equity Incentive Plan, SEP-IRA, director