Form 4: CLBK director adds shares via deferral plan

Columbia Financial director Lucy Sorrentini acquired 158.6707 phantom stock units at $15.06 through the bank’s stock-based deferral plan, with awards vesting March 11, 2026.

Summary

• On 11/14/2025, Director Lucy Sorrentini acquired 158.6707 common stock-equivalent units (phantom stock) at $15.06 via the Columbia Bank Stock Based Deferral Plan.
• Indirect holdings via the stock-based deferral plan increased to 7,532.1267 units following the transaction.
• Directly held common stock totals 11,664 shares after the reported transaction.
• An additional 3,207 shares are held as stock awards under the Columbia Financial, Inc. 2019 Equity Incentive Plan; these awards vest on March 11, 2026.
• No sales were reported; the reported transaction was coded “A” (acquisition).
• Phantom stock units are held in a rabbi trust and will be settled in shares upon distribution.

Sentiment

Score: 6

Explanation: Slightly positive due to net insider acquisition and clear vesting schedule, though the transaction is small and largely routine.

Positives

• Net insider acquisition: 158.6707 units added at $15.06 on 11/14/2025.
• Total indirect deferral-plan holdings now 7,532.1267 units, indicating continued alignment with shareholders.
• 3,207-share stock award scheduled to vest on March 11, 2026, supporting retention and long-term alignment.
• No dispositions reported in the period.

Negatives

• Incremental purchase size is small relative to overall float and may have limited signaling impact.
• A portion of the beneficial ownership consists of deferred (phantom) stock units and unvested awards, which are not immediately available for sale or voting.

Future Outlook

No operational or financial guidance is provided; only equity award vesting timing is disclosed (stock awards vest on March 11, 2026).

Management Comments

• Phantom stock was purchased on a non-discretionary basis by the trustee of the Bank’s rabbi trust in connection with the Columbia Bank Stock Based Deferral Plan and will be settled in shares upon distribution.
• Stock awards were granted under the 2019 Equity Incentive Plan and vest on March 11, 2026.

Industry Context

Routine insider acquisitions and director deferral plans are common across U.S. regional banks, reflecting standard compensation and alignment practices rather than signaling material strategic change.

Comparison to Industry Standards

• Use of stock-based director deferral plans (via rabbi trusts) is standard among U.S. regional banks; this structure aligns with practices seen at peers such as Valley National Bancorp (VLY) and Provident Financial Services (PFS).
• One-year vesting for time-based stock awards is within typical governance norms for bank director and executive equity plans.
• The purchase size (158.6707 units) is modest and consistent with routine periodic deferral-plan acquisitions rather than a large open-market buy.

Stakeholder Impact

• Shareholders: Minor positive alignment signal from a director’s incremental acquisition via the deferral plan.
• Employees: No direct impact disclosed.
• Customers and suppliers: No impact disclosed.
• Creditors: No impact disclosed.

Next Steps

• Await vesting of stock awards on March 11, 2026.
• Settlement of deferral plan units in shares upon distribution per plan terms.

Key Dates

Keywords

Columbia Financial, CLBK, Form 4, insider buying, Lucy Sorrentini, stock-based deferral plan, rabbi trust, phantom stock, restricted stock, 2019 Equity Incentive Plan, regional bank, director ownership