CLBK 10-Q
Columbia Financial, Inc./MD/ (CLBK)
10-Q
2026-06-09
For: 2026-03-31
View Original
Added on
August 04, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 333-294103
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(800 ) 522-4167
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | ☒ | Smaller reporting company | ||||||||||||||
| Non-accelerated filer | ☐ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
As of June 9, 2026, there were 100 shares of the Registrant's common stock outstanding, all of which were held by Columbia Financial, Inc., a Delaware corporation.
EXPLANATORY NOTE
Columbia Financial, Inc., a Maryland corporation (the “Company”), was formed to serve as the stock holding company for Columbia Bank as part of the second-step conversion of Columbia Bank MHC. As of March 31, 2026, the conversion had not been completed, and, as of that date, the Company had no assets or liabilities and had not conducted any business other than that of an organizational nature. Accordingly, for informational purposes, the Quarterly Report for the quarter ended March 31, 2026, as amended, of Columbia Financial, Inc., a Delaware corporation, the current stock holding company for Columbia Bank, is attached as Exhibit 99.1 to this Quarterly Report.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Not applicable. Please see the “Explanatory Note.”
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Not applicable. Please see the “Explanatory Note.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable. Please see the “Explanatory Note.”
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended March 31, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable. Please see the “Explanatory Note.”
Item 1A. Risk Factors
Not applicable. Please see the “Explanatory Note.”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable. Please see the “Explanatory Note.”
Item 3. Defaults Upon Senior Securities
Not applicable. Please see the “Explanatory Note.”
Item 4. Mine Safety Disclosures
Not applicable. Please see the “Explanatory Note.”
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No. | Description | |||||||
3.1 | Articles of Incorporation of Columbia Financial, Inc, a Maryland corporation (1) | |||||||
3.2 | Bylaws of Columbia Financial, Inc, a Maryland corporation (2) | |||||||
31.1 | ||||||||
31.2 | ||||||||
32 | ||||||||
99.1 | ||||||||
(1) Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (Registration No. 333-294103), as amended, initially filed by Columbia Financial, Inc., a Maryland corporation, on March 6, 2026.
(2) Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (Registration No. 333-294103), as amended, initially filed by Columbia Financial, Inc., a Maryland corporation, on March 6, 2026.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Columbia Financial, Inc. | ||||||||||||||
| Date: | June 9, 2026 | /s/Thomas J. Kemly | ||||||||||||
| Thomas J. Kemly | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| (Principal Executive Officer) | ||||||||||||||
| Date: | June 9, 2026 | /s/Thomas F. Splaine, Jr. | ||||||||||||
| Thomas F. Splaine, Jr. | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||