Form 4: Columbia Financial director adds deferred shares

Director Elizabeth E. Randall acquired 163.7895 deferred stock units at $15.06 and reported broad equity holdings, including 62,474 fully vested options.

Summary

• Director Elizabeth E. Randall reported an acquisition of 163.7895 phantom stock units at $15.06 on 11/14/2025 under the Columbia Bank Stock Based Deferral Plan (settled in shares upon distribution).
• Post-transaction indirect holdings via the Stock-Based Deferral Plan total 9,840.0001 shares.
• Additional beneficial ownership reported: 39,934 shares (Direct), 44,447 shares (Indirect via IRA), 6,704 shares (Indirect via Roth IRA), and 3,207 shares (Indirect via Stock Award IV).
• Derivative holdings include 62,474 stock options with a $15.60 exercise price, granted 07/23/2020, expiring 07/23/2029; options are fully vested and exercisable.
• Stock Awards under the 2019 Equity Incentive Plan vest on 03/11/2026.

Sentiment

Score: 6

Explanation: Incremental insider accumulation via deferred units and confirmation of sizable vested options is a modestly positive alignment signal; no adverse items disclosed.

Positives

• Insider increased exposure via acquisition of 163.7895 phantom stock units at $15.06, indicating continued alignment with shareholders.
• Substantial reported equity exposure across accounts (Direct: 39,934; IRA: 44,447; Roth IRA: 6,704; Deferral Plan: 9,840.0001; Stock Award IV: 3,207).
• 62,474 fully vested stock options at a $15.60 strike provide additional long-term alignment potential.

Future Outlook

No forward-looking statements or guidance provided.

Industry Context

Routine insider equity accumulation and participation in non-qualified stock deferral plans are common among U.S. banks and thrifts; such Form 4 updates are typically non-price-moving and reflect ongoing equity-based compensation and deferred share accumulation.

Comparison to Industry Standards

• Use of a rabbi trust and a stock-based deferral plan with phantom stock is standard among regional banks (e.g., Provident Financial Services, OceanFirst) to align director incentives with shareholders.
• Fully vested, long-dated stock options under a 2019 equity plan align with typical regional bank compensation structures; option counts and strike pricing practices are broadly consistent with peers’ legacy equity plans.
• Disclosure detail and timeliness align with SEC Form 4 reporting norms for insider transactions.

Related Party Transactions

• Director participation in the Columbia Bank Stock Based Deferral Plan via trustee purchase of phantom stock units on 11/14/2025

Stakeholder Impact

• Minor positive signal of insider alignment due to additional deferred stock units.
• Potential future share issuance upon exercise of 62,474 options and upon settlement of deferral plan units in shares.

Next Steps

• Stock Awards scheduled to vest on 03/11/2026 unless otherwise adjusted under plan terms
• Stock options remain exercisable until expiration on 07/23/2029

Key Dates

Keywords

Columbia Financial, CLBK, Form 4, insider transaction, Elizabeth E. Randall, phantom stock, Stock-Based Deferral Plan, rabbi trust, stock options, 2019 Equity Incentive Plan, IRA, Roth IRA, director purchase