clbk-20260128

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): January 28, 2026

Columbia Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38456	22-3504946
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

19-01 Route 208 North, Fair Lawn, New Jersey 07410

(Address of principal executive offices)

(800) 522-4167

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CLBK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of First Senior Executive Vice President and Chief Banking Officer and Executive Vice President and Chief Financial Officer

On January 28, 2026, the Board of Directors of Columbia Financial, Inc. (the “Company”) and its wholly owned subsidiary, Columbia Bank (the “Bank”), approved the promotion, effective immediately, of Dennis E. Gibney, Senior Executive Vice President and Chief Financial Officer of the Company and the Bank, to First Senior Executive Vice President and Chief Banking Officer of the Company and the Bank. In connection with Mr. Gibney’s promotion, effective immediately, Thomas Splaine, Jr., First Senior Vice President and Chief Accounting Officer of the Company and the Bank, was appointed Executive Vice President and Chief Financial Officer of the Company and the Bank.

Mr. Gibney, age 52, was appointed Executive Vice President and Chief Financial Officer of the Company and the Bank in 2014 and was subsequently designated as a Senior Executive Vice President in May 2025. Prior to joining the Company and the Bank, Mr. Gibney had 17 years of prior banking experience and served as Principal at FinPro Capital Advisors, Inc., an investment banking and consulting firm specializing in the financial services industry.

Mr. Splaine, age 60, was appointed First Senior Vice President and Chief Accounting Officer of the Company and the Bank in February 2025. Prior to joining the Company and the Bank, Mr. Splaine served as Executive Vice President and Chief Financial Officer of Lakeland Bancorp, Inc. from March 2017 to May 2024, and as First Senior Vice President and Chief Accounting Officer of Lakeland Bancorp, Inc. from May 2016 to March 2017. Mr. Splaine served in various capacities at Investors Bancorp, Inc. from 2004 through 2015, including Senior Vice President, Financial Planning and Analysis and Investor Relations (from January 2015 to December 2015) and as Senior Vice President and Chief Financial Officer (from January 2008 to January 2015). Prior to that time, Mr. Splaine was a Senior Audit Manager at KPMG LLP.

In connection with his promotion to First Senior Executive Vice President and Chief Banking Officer, Mr. Gibney’s base salary was increased to $700,000 and his incentive opportunities under the Company’s Performance Annual Incentive Program (“PAIP”) and Long-Term Incentive Program (“LTIP”) were increased to 70% and 100%, respectively, of base salary. In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Splaine’s base salary was increased to $425,000 and his incentive opportunities under the PAIP and LTIP were increased to 50% and 50%, respectively, of base salary.

There are no family arrangements between either Mr. Gibney or Mr. Splaine and any director or executive officer of the Company or the Bank, and there are no arrangements or understandings with any person pursuant to which either Mr. Gibney or Mr. Splaine has been selected to serve as an officer of the Company and the Bank. In addition, except as described herein, there have been no transactions directly or indirectly involving either Mr. Gibney or Mr. Splaine that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission.

A copy of the press release announcing Mr. Gibney’s appointment as First Senior Executive Vice President and Chief Banking Officer and Mr. Splaine’s appointment as Executive Vice President and Chief Financial Officer is included as Exhibit 99.1 hereto and is incorporated herein by reference.

Approval of 2026 Phantom Stock Plan

On January 28, 2026, the Board of Directors of the Company adopted the Columbia Financial, Inc. 2026 Phantom Stock Plan (the “Phantom Stock Plan”). The purpose of the Phantom Stock Plan is to promote the long-term financial success of the Company by providing a means to attract, retain and reward individuals who contribute to the Company’s success and to further align their interests with those of the Company.

Under the terms of the Phantom Stock Plan, eligible employees and directors of the Company may be granted phantom stock units, which confer to the recipient the benefits of owning shares of the Company’s common stock without the actual ownership or transfer of shares. Each phantom stock unit entitles the participant to receive, upon the vesting of the phantom stock unit, a cash amount equal to the fair market value of a share of Company common stock as of the vesting date. “Fair market value” is defined as the last sale price reported on the Nasdaq Stock Market, or other national securities exchange on which shares of the Company’s common stock are traded, as of the vesting date (or, if the Company’s common stock is not listed on a national securities exchange on the vesting date, as otherwise determined by the Compensation Committee of the Company’s Board of Directors in accordance with the terms of the Phantom Stock Plan). Phantom stock units may be granted as performance awards, and awards under the Phantom Stock Plan are subject to the terms and conditions of the Company’s LTIP in effect for the applicable plan year.

The Phantom Stock Plan will be administered by the Compensation Committee of the Company’s Board of Directors, which will have the discretion and authority to interpret the Phantom Stock Plan and make all determinations that may be necessary or advisable for the administration of the Phantom Stock Plan. The aggregate number of phantom stock units available for awards granted under the Phantom Stock Plan at any time for each plan year will be determined from time to time by the Compensation Committee based on the LTIP for the applicable plan year.

The Company will file a copy of the Phantom Stock Plan as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
99.1						Press release dated January 29, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Date:

January 30, 2026

/s/Dennis E. Gibney

Dennis E. Gibney

First Senior Executive Vice President and Chief Banking Officer

COLUMBIA FINANCIAL, INC.

ANNOUNCES PROMOTION OF DENNIS E. GIBNEY

TO FIRST SENIOR EXECUTIVE VICE PRESIDENT AND

CHIEF BANKING OFFICER

Thomas Splaine Jr. Appointed as Executive Vice President and Chief Financial Officer

Fair Lawn, New Jersey (January 29, 2026): Columbia Financial, Inc. (the “Company”) (NASDAQ: CLBK), the mid-tier holding company for Columbia Bank (“Bank”), today announced that, effective immediately, Dennis E. Gibney, Senior Executive Vice President and Chief Financial Officer of the Company and the Bank, has been promoted to First Senior Executive Vice President and Chief Banking Officer of the Company and the Bank. In connection with Mr. Gibney’s promotion, effective immediately, Thomas Splaine, Jr., First Senior Vice President and Chief Accounting Officer of the Company and the Bank, has been appointed Executive Vice President and Chief Financial Officer of the Company and the Bank.

In his new role, Mr. Gibney will partner closely with the President and Chief Executive Officer and executive management team in the overall administration of the Company and the Bank and help drive the development and execution of the Company’s strategies, policies, and financial performance. In addition to the oversight of finance, credit, and special assets, Mr. Gibney will now also oversee the Company’s legal, commercial banking, consumer banking and technology functions.

Mr. Gibney joined the Company and the Bank in 2014 as Executive Vice President and Chief Financial Officer and, in May 2025, he was appointed as Senior Executive Vice President and Chief Financial Officer. Prior to joining the Company and the Bank, Mr. Gibney had 17 years of prior banking experience and served as Principal at FinPro Capital Advisors, Inc., an investment banking and consulting firm specializing in the financial services industry. Mr. Gibney graduated Magna Cum Laude from Babson College with a triple major in Finance, Investments and Economics. He has also earned his Chartered Financial Analyst (CFA) designation. Mr. Gibney was recognized as a “2023 NJBIZ Leaders in Finance Awards” honoree.

“We are pleased to announce the promotion of Dennis to the position of First Senior Executive Vice President and Chief Banking Officer,” said Thomas J. Kemly, President and Chief Executive Officer. “As Chief Financial Officer, Dennis has provided significant leadership in guiding the Company and the Bank, including playing an instrumental role in the Company’s 2018 initial public offering. He has been a key leader in the Company’s growth strategy, including expanding the Company’s asset base from $5 billion to more than $10 billion and completing four acquisitions within a five-year period.”

As Executive Vice President and Chief Financial Officer of the Company and the Bank, Mr. Splaine will be responsible for the Company’s accounting and treasury departments. Mr. Splaine joined the Company and the Bank in 2025 as First Senior Vice President and Chief Accounting Officer. He has over 35 years of experience in banking, finance and accounting, mergers and acquisitions, investor and regulatory relations, and strategic planning. He previously served as Executive Vice President and Chief Financial Officer of Lakeland Bancorp, Inc. and Lakeland Bank and, prior to that, served as Senior Vice President and Chief Financial Officer of Investors Bancorp and Investors Bank. Prior to that time, Mr. Splaine was a Senior Audit Manager at KPMG LLP. Mr. Splaine holds a Master of Business Administration and a Bachelor of Science in Accounting from Rider University.

“We are also pleased to announce the appointment of Tom Splaine as Executive Vice President and Chief Financial Officer,” Mr. Kemly continued. “Tom has significant experience in banking, finance and accounting, which we believe will make him especially well-suited for this role.”

About Columbia Financial, Inc.

Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank’s mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 71 full-service banking offices and offers traditional financial services to consumers and businesses in its market area.

Forward-Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “projects,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates, higher inflation and their impact on national and local economic conditions; changes in monetary and fiscal policies of the U.S. Treasury, the Board of Governors of the Federal Reserve System and other governmental entities; the impact of legal, judicial and regulatory proceedings or investigations, competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect a borrowers’ ability to service and repay the Company’s loans; the effect of acts of terrorism, war or pandemics,, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; changes in the value of securities in the Company’s portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and securities; legislative changes and changes in government regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s consolidated financial statements will become impaired; cyber-attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information; the inability of third party service providers to perform; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits and effectively manage liquidity; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that the Company may not be successful in the implementation of its business strategy, or its integration of acquired financial institutions and businesses, and changes in assumptions used in making such forward-looking statements which are subject to numerous risks and uncertainties, including but not limited to, those set forth in Item 1A of the Company's Annual Report on Form 10-K and those set forth in the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.