Form 4: Columbia Financial SEVP & Chief Risk Officer Reports Phantom Stock Acquisition and Updated Holdings

John Klimowich, SEVP & Chief Risk Officer of Columbia Financial, Inc., reported the acquisition of phantom stock and updated his beneficial ownership of common stock and stock options.

Summary

• John Klimowich, SEVP & Chief Risk Officer of Columbia Financial, Inc. (CLBK), reported a transaction on June 27, 2025.
• The transaction involved the acquisition of 43.4918 shares of Common Stock at a price of $14.68 per share.
• This acquisition represents phantom stock purchased on a non-discretionary basis by the trustee of the Bank's rabbi trust, maintained in connection with the Columbia Bank Stock Based Deferral Plan.
• Following the reported transaction, Mr. Klimowich's direct beneficial ownership of Common Stock is 60,769 shares.
• Indirect beneficial ownership includes 7,590.3817 shares via Stock-Based Deferral Plan, 17,130 shares via 401(k), 7,620 shares via ESOP, 7,051 shares via SERP, 4,214 shares via SIM, 13,781 shares via Stock Award II, 12,068 shares via Stock Award III, and 11,723 shares via Stock Award IV.
• Derivative holdings include 188,235 stock options at an exercise price of $15.60, fully vested and exercisable since July 23, 2020, expiring July 23, 2029.
• Additional derivative holdings include 12,030 stock options at $15.94 (vesting commenced May 1, 2024, expiring May 1, 2033), 8,850 stock options at $16.49 (vesting commencing March 6, 2025, expiring March 6, 2034), and 20,310 stock options at $16.23 (vesting commencing March 3, 2026, expiring March 3, 2035).

Sentiment

Score: 5

Explanation: A Form 4 is a factual disclosure of an insider transaction and does not inherently convey positive or negative sentiment about the company's performance. The acquisition of phantom stock is a routine compensation event.

Positives

• The acquisition of phantom stock by a key executive indicates continued participation in the company's equity-based compensation plans, aligning management's interests with shareholder value.
• The non-discretionary nature of the phantom stock purchase suggests a structured and routine compensation mechanism for executive retention and incentives.

Future Outlook

The document primarily details an insider transaction and existing equity holdings, providing no explicit forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

This Form 4 filing reflects a routine insider transaction related to executive compensation within the financial services industry. Such filings are common and indicate the ongoing operation of equity incentive plans designed to align executive interests with shareholder value, a standard practice across the industry.

Comparison to Industry Standards

• As a standard insider transaction disclosure, this document does not provide financial results or operational metrics for direct comparison to industry benchmarks or specific comparable companies.
• The executive's equity holdings and the non-discretionary acquisition of phantom stock are common components of executive compensation packages in the financial sector, similar to practices observed at regional banks and financial institutions such as Provident Financial Services, Lakeland Bancorp, or OceanFirst Financial Corp.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a key executive aligns management's interests with shareholder value, potentially fostering long-term growth.
• Employees: The existence of various employee stock plans (401k, ESOP, SERP, SIM, Stock Awards) indicates a comprehensive compensation and incentive structure for employees, including executives.

Next Steps

• Continued vesting of stock options and stock awards on their respective schedules.
• Settlement of stock unit interests under the Columbia Bank Stock Based Deferral Plan in shares of stock upon distribution to the reporting person.

Key Dates

Keywords

Columbia Financial, CLBK, SEC Form 4, Insider Transaction, Executive Compensation, Stock Options, Equity Incentive Plan, Beneficial Ownership, Phantom Stock, Financial Services