Form 4: CLBK Officer Acquires Phantom Stock in Deferral Plan

Columbia Financial's SEVP & Chief Risk Officer, John Klimowich, acquired phantom stock units as part of a non-discretionary deferral plan.

Summary

• John Klimowich, SEVP & Chief Risk Officer of Columbia Financial, Inc. (CLBK), acquired 43.2854 shares of common stock indirectly through a stock-based deferral plan on October 31, 2025.
• The acquisition was of phantom stock units at a price of $14.75 per share, made on a non-discretionary basis by the trustee of the Bank's rabbi trust.
• These phantom stock units will be settled in shares of stock upon distribution to Mr. Klimowich.
• Following this transaction, Mr. Klimowich beneficially owns 7,981.3625 shares indirectly via the Stock-Based Deferral Plan.
• His total beneficial ownership includes 60,769 direct shares and various indirect holdings through a 401(k), ESOP, SERP, SIM, and several stock award plans (Stock Award II, III, and IV).
• He also holds stock options with various exercise prices and vesting schedules, including 188,235 fully vested options exercisable at $15.60, and additional options vesting through 2026.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. It reflects a routine executive compensation event (acquisition of phantom stock) and continued alignment of a key officer with the company's equity, which is generally viewed favorably. There are no negative disclosures.

Positives

• The acquisition of phantom stock units indicates continued participation and alignment of a key executive with the company's long-term performance.
• The transaction is part of a non-discretionary, pre-planned deferral program (Rule 10b5-1(c)), suggesting a structured compensation arrangement rather than a speculative market transaction.

Future Outlook

Details future vesting schedules for various stock options and awards, indicating a long-term incentive structure for the executive. Specifically, certain stock awards have performance-based vesting criteria, which if achieved, would vest three years after the award date.

Industry Context

A standard disclosure of an executive's equity compensation and holdings in a financial institution. The use of phantom stock and performance-based awards is common practice in the banking and financial services industry to align executive incentives with shareholder value and long-term company performance.

Related Party Transactions

• The acquisition of phantom stock units by a Senior Executive Vice President and Chief Risk Officer is a related party transaction, representing a component of executive compensation through a non-qualified stock-based deferral plan.

Stakeholder Impact

• Shareholders: The transaction indicates continued executive alignment with shareholder interests through equity ownership and performance-based incentives.
• Employees: The deferral plan and stock awards are part of the company's compensation structure, potentially influencing employee retention and motivation for executives.

Next Steps

• Settlement of stock unit interests from the Columbia Bank Stock Based Deferral Plan in shares of stock upon distribution to the reporting person.
• Future vesting of various stock options and stock awards on their respective schedules, contingent on time and/or performance criteria.

Key Dates

Recommendation

Details a routine, non-discretionary acquisition of phantom stock by a key executive as part of a compensation deferral plan. While it shows continued executive alignment, it does not present new information that would fundamentally alter the investment thesis for Columbia Financial, Inc. The transaction is pre-planned and expected, thus not warranting a change in investment recommendation based solely on this disclosure.

Keywords

Columbia Financial, CLBK, John Klimowich, Form 4, Insider Trading, Phantom Stock, Stock Options, Executive Compensation, Stock Deferral Plan, Rule 10b5-1