8-K

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): December 17, 2021

Columbia Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On December 17, 2021, plan participants in the Columbia Bank Savings and Investment Plan (the “401(k) Plan”) were notified that Columbia Financial, Inc. (the “Company”), will be changing the plan administrator from Newport Group to Fidelity Investments. As a result of the planned change, there will be a blackout period beginning at 4:00 p.m. Eastern Time on January 20, 2022, that is expected to end during the week of February 20, 2022 (the “Blackout Period”). During the Blackout Period participants and beneficiaries in the 401(k) Plan will be temporarily unable to check their account balances, make changes to their individual accounts, direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, or obtain a loan or distribution from the 401(k) Plan. The notification described under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 relating to the blackout period was provided to the Company on December 17, 2021.

On December 22, 2021, the Company provided written notice (the “Notice”) to its directors and executive officers informing them that there will be a Blackout Period with respect to the 401(k) Plan. During that Blackout Period directors and executive officers will not be able to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of Company common stock acquired in connection with their service or employment as a director or an executive officer of the Company, including the exercise of stock options.

The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

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.

3

Document

Regarding Blackout Period and

Regulation BTR Trading Restrictions

December 22, 2021

Pursuant to the Sarbanes-Oxley Act of 2002, and Rule 104 under Securities and Exchange Commission Regulation BTR, Columbia Financial, Inc. (the “Company”) is hereby notifying you of potential upcoming temporary restrictions on your ability to engage in certain activities regarding Company equity securities. These temporary restrictions are mandated by the Sarbanes-Oxley Act in the event of a blackout period impacting the Columbia Bank Savings and Investment Plan (the “401(k) Plan”), including the Company Stock Fund as an investment option thereunder.

Reason for the Blackout Period

This notice is to inform you that the 401(k) Plan will be changing the plan administrator from Newport Group to Fidelity Investments. During the blackout period (as defined below) you will be prohibited from engaging in transactions involving equity securities of the Company that you acquire or have previously acquired in connection with your service or employment as a director or executive officer of the Company.

Impact on Affected 401(k) Plan Rights

As a result of these changes, 401(k) Plan participants and beneficiaries temporarily will be unable to check their account balances, make changes to their individual accounts, direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, or obtain a loan or distribution from the 401(k) Plan.

Length of the Blackout Period

The blackout period for the 401(k) Plan is expected to begin at 4:00 p.m. Eastern Time on January 20, 2022 and is expected to end during the week of February 20, 2022 (the “Blackout Period”).

Restrictions on Directors and Executive Officers During the Blackout Period

During the Blackout Period, all directors and executive officers are prohibited from purchasing, selling or otherwise acquiring or transferring any shares of common stock of the Company, including by exercising stock options, regardless of whether the director or executive officer participates in the 401(k) Plan. Such prohibition on transactions applies only to the Company’s securities (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company. It is important to note that any such security you sell or otherwise transfer will be automatically treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements. These prohibitions apply to you and to members of your immediate family who share your household, as well as to trusts, corporations, and other entities whose share ownership may be attributed to you. While several narrow exceptions to this prohibition exist, you should not engage in any transaction without first confirming with Mayra L. Rinaldi the Company’s Senior Vice President and Corporate Governance Officer as to whether an exception is available. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

Questions

If you have any questions concerning this notice, you should contact Geri M. Kelly, Executive Vice President, Chief Human Resources Officer, by telephone at (201) 794-5701 or by mail at Columbia Financial, Inc., 19-01 Route 208 North, Fair Lawn, NJ 07410.