Form 4: Columbia Financial Director Acquires Phantom Stock

Columbia Financial, Inc. Director Elizabeth E. Randall acquired phantom stock units on September 5, 2025, as part of a non-discretionary deferral plan.

Summary

• Director Elizabeth E. Randall acquired 164.3351 shares of Columbia Financial, Inc. common stock on September 5, 2025, at a price of $15.01 per share.
• This acquisition represents phantom stock purchased on a non-discretionary basis by the trustee of the Bank's rabbi trust, linked to the Columbia Bank Stock Based Deferral Plan.
• The stock unit interests under the deferral plan will be settled in shares upon distribution to the reporting person.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.
• Following this transaction, Ms. Randall beneficially owns 9,510.5511 shares indirectly through the Stock-Based Deferral Plan.
• Additionally, Ms. Randall holds 39,934 direct shares, 44,447 shares indirectly via an IRA, 6,704 shares indirectly via a Roth IRA, and 3,207 shares indirectly via Stock Award IV, which vests on March 11, 2026.
• Ms. Randall also holds 62,474 fully vested and exercisable stock options with an exercise price of $15.6, granted on July 23, 2020, and expiring on July 23, 2029.

Sentiment

Score: 6

Explanation: The filing indicates a routine, pre-planned acquisition of phantom stock by a director, which is a neutral to slightly positive signal of continued alignment with shareholder interests. No significant negative or overwhelmingly positive news is present.

Positives

• Acquisition of additional equity (phantom stock) by a director indicates continued alignment of interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-planned, non-discretionary approach to equity accumulation.
• Director Randall holds a significant number of fully vested stock options, indicating long-term commitment and potential upside.

Future Outlook

The filing indicates a future vesting date of March 11, 2026, for a portion of the director's stock awards, and stock options are exercisable until July 23, 2029, suggesting long-term equity incentives.

Industry Context

This Form 4 filing details an individual director's equity transactions and does not provide broader industry context or trends. It reflects a standard compensation and deferral mechanism for corporate directors.

Related Party Transactions

• The acquisition of phantom stock is part of the Columbia Bank Stock Based Deferral Plan, which is a compensation arrangement between the director and the issuer, considered a related party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: The director's acquisition of additional equity, even phantom stock, generally aligns the director's interests with those of shareholders, potentially signaling confidence in the company's long-term performance.

Next Steps

• Settlement of stock unit interests from the Columbia Bank Stock Based Deferral Plan will occur upon distribution to the reporting person.
• Stock Award IV will vest on March 11, 2026.
• Stock options remain exercisable until July 23, 2029.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned acquisition of phantom stock by a director as part of a compensation plan. While it indicates continued alignment of interests, it does not present new material information that would significantly alter the investment thesis for Columbia Financial, Inc. The transaction is expected and does not suggest a strong buy or sell signal based solely on this disclosure.

Keywords

Columbia Financial, CLBK, SEC Form 4, Insider Trading, Director Stock Acquisition, Phantom Stock, Stock Based Deferral Plan, Equity Incentive Plan, Stock Options, Rule 10b5-1