Form 4: Columbia Financial CEO Acquires Shares in Deferral Plan

Columbia Financial's President & CEO, Thomas J. Kemly, acquired 112.8951 shares of common stock through a non-discretionary stock-based deferral plan.

Summary

• Thomas J. Kemly, President & CEO and Director of Columbia Financial, Inc. (CLBK), acquired 112.8951 shares of common stock on November 28, 2025.
• The acquisition was made at a price of $15.83 per share through the Columbia Bank Stock Based Deferral Plan, a non-qualified stock-based deferral plan, on a non-discretionary basis by the trustee of the Bank's rabbi trust.
• Following this transaction, Mr. Kemly's indirect beneficial ownership in the Stock-Based Deferral Plan increased to 66,273.7984 shares.
• Total beneficial ownership of common stock includes 233,808 shares held directly and various indirect holdings through a 401(k) (40,946 shares), ESOP (7,620 shares), SERP (32,597 shares), SIM (41,572 shares), spouse (5,933 shares), Stock Award II (43,411 shares), Stock Award III (50,686 shares), and Stock Award IV (54,690 shares).
• Mr. Kemly also holds derivative securities in the form of stock options, totaling 826,282 shares, with exercise prices ranging from $15.60 to $16.49 and various vesting and expiration dates.

Sentiment

Score: 6

Explanation: The transaction is a routine, non-discretionary acquisition of phantom stock as part of an executive compensation plan. While insider acquisitions generally signal confidence, the non-discretionary nature makes it a neutral to slightly positive event rather than a strong discretionary buy signal.

Positives

• The acquisition of additional shares by the President & CEO, even if non-discretionary, increases management's alignment with shareholder interests.
• Significant total beneficial ownership and stock options held by the CEO demonstrate a substantial personal stake in the company's performance.

Future Outlook

Future vesting schedules for various stock awards and options are detailed, with some vesting in annual installments commencing in 2024, 2025, and 2026, and others vesting upon achievement of performance-based criteria by March 3, 2028.

Management Comments

• Thomas J. Kemly, President & CEO, acquired 112.8951 shares of common stock at $15.83 per share on November 28, 2025, through a non-discretionary stock-based deferral plan.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common for executives in publicly traded financial institutions. It reflects a standard component of executive compensation and long-term incentive plans within the banking sector, aiming to align management interests with shareholder value.

Corporate Governance

Related Party Transactions

• The acquisition of 112.8951 shares of common stock by Thomas J. Kemly was made through the Columbia Bank Stock Based Deferral Plan, a compensation arrangement between the executive and the company.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's financial interests with shareholder value due to direct and indirect equity ownership and long-term incentive plans.
• Employees: The existence of ESOP and 401(k) holdings for the CEO suggests similar plans may be available to other employees, fostering broader employee ownership.

Next Steps

• Vesting of 25% of Stock Award II shares in three approximately equal annual installments commencing on May 1, 2024.
• Vesting of 75% of Stock Award II shares upon achievement of specified performance-based vesting criteria, three years after the award date.
• Vesting of 25% of Stock Award III shares in three approximately equal annual installments commencing on March 6, 2025.
• Vesting of 75% of Stock Award III shares upon achievement of specified performance-based vesting criteria, three years after the award date.
• Vesting of Stock Award IV shares upon achievement of specified performance-based vesting criteria on March 3, 2028.
• Continued vesting of stock options granted under the 2019 Equity Incentive Plan on May 1, 2024, March 6, 2025, and March 3, 2026.

Key Dates

Recommendation

The Form 4 details a routine acquisition of phantom stock by the CEO as part of a compensation deferral plan. While insider buying can be a positive signal, this specific transaction is non-discretionary and part of an existing plan, thus not indicating a strong discretionary investment decision. The overall holdings, including significant stock options, align management interests with shareholders, supporting a 'hold' recommendation based solely on this filing.

Keywords

Columbia Financial, CLBK, Form 4, Insider Transaction, Stock Acquisition, CEO, Thomas J. Kemly, Stock Options, Equity Incentive Plan, Beneficial Ownership, Deferral Plan