8-K - CLBK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 15, 2021

COLUMBIA

FINANCIAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-38456	22-3504946
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

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

(Address of principal executive offices) (Zip Code)

(800) 522-4167

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01	Other Events.

On December 10, 2021 a Stipulation and Agreement of Compromise, Settlement and Release (the “Settlement Agreement”) was filed in relation to a lawsuit involving Columbia Financial, Inc. (the “Company”) and certain of its current and former directors pending in the Court of Chancery of the State of Delaware entitled Pascal v. Czerwinski, et. al., C.A. No. 2020-0320-SG (the “Settlement”). The Settlement resolves a lawsuit (the “Litigation”) challenging the equity compensation granted on or about July 23, 2019 to persons who were then-directors of the Company (the “Defendants”) (collectively, “2019 Equity Grants”). The Litigation alleged, derivatively on behalf of current holders of stock of the Company, that the granting of the 2019 Equity Grants violated the directors’ fiduciary duties and sought, among other things, cancellation of the 2019 Equity Grants made to the Defendants. The Litigation further asserted class claims brought on behalf of stockholders of the Company on April 12, 2019 and their successors and assigns (the “Class”) alleging that the proxy statement disseminated to obtain stockholder approval of the Company’s 2019 Equity Incentive Plan was false and misleading, and that the stockholders’ approval of that plan was therefore legally invalid. The clams challenging the disclosures in the proxy statement were dismissed, subject to a right of appeal.

Without admitting the validity of any of the claims asserted in the Litigation, or any liability with respect thereto, and expressly denying all allegations of wrongdoing, fault, liability, or damage against the Company and the Defendants arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Litigation, the Company and the Defendants have concluded that it is desirable that the claims be settled on the terms and subject to the conditions set forth in the Settlement Agreement. The Company and the Defendants are entering into the Settlement Agreement for settlement purposes only and solely to avoid the costs, risks, distraction, and uncertainties of continued litigation. Pursuant to the Settlement, and subject to final approval of the Settlement by the Delaware Court of Chancery, and in exchange for a release of all claims by the plaintiffs and a dismissal of the Litigation with prejudice, the Company has agreed to submit the 2019 Equity Grants to a binding vote of its stockholders at a stockholder meeting to be held in 2022 at a date to be determined that is within four months from the date of final approval of the Settlement by the Delaware Court of Chancery**.**

On December 15, 2021, the Delaware Court of Chancery entered an order preliminarily certifying the Class for purposes of the Settlement and providing for notice to stockholders of the final certification of the Class and of Settlement. The Court will consider whether to enter an order providing for final certification of the Class and approval of the Settlement at a hearing currently scheduled for February 7, 2022, at 11:30 a.m. The Company respectfully refers you to full copies of (a) the Settlement Agreement; (b) the Notice of Pendency of Derivative Action, Proposed Settlement, and Settlement Hearing; and (c) the Court’s Order Approving Notice of Settlement and Scheduling Settlement Approval Hearing and (d) the proposed Final Order and Judgment that the Court will be asked to enter if the Settlement is approved.. These documents are attached as exhibits to this Form 8-K, incorporated by reference herein, and are available on the Company’s website at https://ir.columbiabankonline.com/news/default.aspx. Information contained in or accessible through the Company’s website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.

The Company does not expect the Settlement and related matters, including any future award of attorney’s fees to the Plaintiff’s counsel, to have a material impact on its financial condition or results of operations.

Forward-Looking Statements

This Form 8-K contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that statements in this Form 8-K regarding: (i) the Stipulation, (ii) the impact of such settlement, including related activities, approvals and payments, and (iii) other statements that are not historical facts, constitute forward-looking statements. All forward-looking statements, including the forward-looking statements in this Form 8-K, involve risks and uncertainties that could cause the Company’s actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors, which include, but are not limited to, the risk factors disclosed in the periodic and current reports filed by the Company with the Securities and Exchange Commission from time to time, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company assumes no obligation to update these forward-looking statements, except as required by law.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

99.1	Stipulation of Settlement, dated December 10, 2021
99.2	Notice of Pendency of Derivative Action, Proposed Settlement, and Settlement Hearing, dated December 15, 2021
99.3	Order Approving Notice of Settlement and Scheduling Settlement Approval Hearing, entered by the Court on December 15, 2021.
99.4	Form of proposed Final Order and Judgment
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

COLUMBIA FINANCIAL, INC.
Date: December 17, 2021	By:	/s/ Dennis E. Gibney
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Dennis E. Gibney
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Executive Vice President and
Chief Financial Officer

Exhibit 99.1

INTHE COURT OF CHANCERY OF THE STATE OF DELAWARE

FREDRIC D. PASCAL, derivatively on behalf<br> of COLUMBIA FINANCIAL, INC., and individually on behalf of himself and all other similarly situated stockholders of COLUMBIA<br> FINANCIAL, INC.,	)	C.A.<br> No. 2020-0320-SG
	)
	)
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	)
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Plaintiff,	)
	)
vs.	)
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FRANK<br> CZERWINSKI, RAYMOND G. HALLOCK, NOEL R. HOLLAND, THOMAS J. KEMLY, HENRY KUIKEN, MICHAEL MASSOOD, JR., ELIZABETH E. RANDALL, and ROBERT<br> VAN DYK,	)
	)
	)
	)
	)
	)
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Defendants,	)
	)
-and-	)
	)
COLUMBIA<br> FINANCIAL, INC., a Delaware Corporation,	)
	)
	)
	)
Nominal<br> Defendant.	)

STIPULATIONAND AGREEMENT OF

COMPROMISE,SETTLEMENT AND RELEASE

This Stipulation of Settlement (the “Stipulation”) is entered into this 10th day of December, 2021, by and among Plaintiff Fredric D. Pascal (“Plaintiff”) and Defendants Frank Czerwinski, Raymond G. Hallock, Noel R. Holland, Thomas J. Kemly, Henry Kuiken, Michael Massood, Jr., Elizabeth E. Randall and Robert Van Dyk (collectively the “Defendants”) and Nominal Defendant Columbia Financial, Inc. (“Columbia Financial” or the “Company,” and collectively with Plaintiff and Defendants, the “Settling Parties”), who are parties to the derivative action captioned Pascal v. Czerwinski, et al., C.A. No. 2020-0320-SG (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”). The Settling Parties intend this Stipulation to fully, finally, and forever resolve, discharge and settle all Settled Claims (as defined below) as against the Released Parties (as defined below) upon and subject to the terms and conditions herein (the “Settlement”) and subject to the approval of the Court.

WHEREAS:

A.            The Verified Stockholder Derivative and Class Action Complaint (the “Complaint”), filed on April 30, 2020, purports to assert class and derivative claims against Defendants alleging that (i) the equity grants awarded to Defendants in 2019 as disclosed in the Company’s Schedule 14A Definitive Proxy Statements filed with the U.S. Securities and Exchange Commission on April 10, 2020 (the “2019 Equity Grants”) were unfair and excessive and (ii) the Company’s 2019 Proxy Statement soliciting stockholder approval of the Company’s 2019 Equity Incentive Plan was misleading and omitted material information.

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B.            The Complaint specifically asserts that the 2019 Equity Grants awarded to Defendants were made pursuant to a flawed process, were unfair and excessive, and that the Defendants breached their fiduciary duties in approving those 2019 Equity Grants.

C.            The Complaint seeks, inter alia, entry of an order “[r]escinding, cancelling, and/or ordering disgorgement” of the 2019 Equity Grants, including all shares of Columbia Financial common stock issued thereunder; a declaration that the stockholder vote on the 2019 Equity Incentive Plan at the 2019 Annual Meeting was ineffective; an order invalidating the Incentive Plan and rescinding all equity grants and shares issued thereunder; pre-judgment and post-judgment interest; reimbursement of costs and attorneys’ fees; and any other relief the Court may deem just and proper.

D.            Defendants moved to dismiss Count III of the Complaint alleging that the Proxy Statement disseminated in connection with securing approval of the 2019 Equity Incentive Plan was misleading.

E.            Pursuant to a Memorandum Opinion issued on December 16, 2020, the Court dismissed Count III of the Complaint;

F.            Before bringing his Complaint, Plaintiff (through his counsel) sought from Columbia Financial books and records concerning the Company’s adoption of the 2019 Equity Incentive Plan and the 2019 Equity Grants. In response to that request, Columbia Financial provided Plaintiff with approximately 1,400 pages of responsive documents, which Plaintiff’s counsel reviewed and utilized in drafting the Complaint.

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G.            Subsequent to filing his Complaint, Plaintiff (through his counsel) engaged in extensive discovery concerning his claims (“Discovery”), including obtaining and reviewing over 30,000 pages of documents from the Company and the Defendants, reviewing over 4,500 pages of documents produced by third parties in response to subpoenas directed to them, propounding 23 interrogatories and reviewing the responses and supplemental responses to those interrogatories, and taking the depositions of eleven witnesses, including seven Defendants and four other parties.

H.            On October 29, 2021, after extensive arm’s-length negotiations, the parties reached an agreement in principle (the “Agreement in Principle”) providing for the settlement of Plaintiff’s claims against Defendants on the terms set forth therein.

I.             The Settlement reflects the results of the parties’ negotiations, agreement as to which was only reached after arm’s-length negotiations between the Settling Parties who were all represented by counsel with extensive experience and expertise in stockholder derivative litigation.

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J.             Defendants deny, and continue to deny, that any of them has committed or threatened to commit any violations of law, breaches of duty, or other wrongdoing toward the Company or its stockholders (as defined below), or anyone else concerning any of the claims or requests for relief set forth in the Complaint, including the Settled Claims (as defined below).

K.            Defendants are entering into the Settlement solely because it will eliminate the distraction, burden, expense, risks and potential delay of further litigation involving the Settled Claims (as defined below).

L.             Plaintiff believes that the Settled Claims (as defined below) had merit when filed and continue to have merit, and that the Discovery process yielded substantial evidence to support Plaintiff’s case; Plaintiff believes that Defendants would be unlikely to prove at trial that the 2019 Equity Awards are entirely fair to the Company and its stockholders because, among other things:

●	McLagan,<br> one of the Company’s compensation consultants, did not give any advice to the Board<br> about the Conversion Peer Group, or the amount of or the timing of the 2019 Equity Awards,<br> and instead only provided information to the Board (including the initial peer group list),<br> which the Board modified and used to make its own determination as to the amount and timing<br> of the 2019 Equity Awards and award themselves what McLagan described as “mega grants.”
●	No<br> consultant to the Board of Directors was asked to, or did, provide any fairness opinion concerning<br> any aspect of the 2019 Equity Awards, including either the process undertaken by the Board<br> of Directors, or the amounts of those awards.
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McLagan, one of the Company’s compensation consultants, did not give any advice to the Board about the Conversion Peer Group, or the amount of or the timing of the 2019 Equity Awards, and instead only provided information to the Board (including the initial peer group list), which the Board modified and used to make its own determination as to the amount and timing of the 2019 Equity Awards and award themselves what McLagan described as “mega grants.”

●

No consultant to the Board of Directors was asked to, or did, provide any fairness opinion concerning any aspect of the 2019 Equity Awards, including either the process undertaken by the Board of Directors, or the amounts of those awards.

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| --- | | ● | The Advisory Board involved here was specifically created by the Board of Directors in connection with the 2019 Equity Awards in contemplation of the imminent retirement of Raymond Hallock and Henry Kuiken (whose retirements became effective upon the election of their respective successors at the Company’s 2020 annual meeting). | | --- | --- | | ● | In determining the appropriate “peer companies” in connection with the issuance of the 2019 Equity Awards, the Board of Directors included two companies, Investors Bancorp (which was far larger than the Company) and Beneficial Bancorp, whose directors were sued over the size of their equity awards and, in both cases, a settlement of those cases reduced materially the amount of the awards. The Board of Directors, however, used the original, non-reduced awards in its peer analysis, which resulted in a higher median for comparison purposes than if the reduced awards had been used. | | --- | --- |

M. Defendants believe that the Settled Claims (as defined below) did not have merit when filed and do not have merit now, and that the Discovery process yielded substantial evidence to support Defendants’ case. Defendants believe that they would be likely to prove at trial that the aggregate amount of the 2019 Equity Awards to the Defendants are entirely fair to the Company because, among other things, the awards cover a multi-year period and are modest as a percentage of the Company’s outstanding shares (less than 0.95% as of the grant date). The Compensation Committee determined this metric to be the most appropriate metric, and under this metric, the Company’s awards were less than those of both the comparable companies considered by the Compensation Committee and the Board and the “peer” companies that the Complaint says should have been used as comparators. As to Plaintiff’s bullet points, Defendants believe:

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| --- | | ● | McLagan did give advice to the Board about the Conversion Peer Group and the amount of and the timing of the 2019 Equity Awards. Indeed, it selected the initial peer group list based on its expertise and its professional belief that they were the most appropriate “peer” companies for consideration. | | --- | --- | | ● | No fairness opinion concerning the 2019 Equity Awards was obtained. Opinions concerning the fairness of officer and director compensation are not legally required and in fact are not customary; thus, such opinions are generally not available, irrespective of the actual fairness of the compensation awards; | | --- | --- | | ● | The Company has had advisory boards for at least 25 years. And the discovery record demonstrates that the current Advisory Board meets with Messrs. Kemly and Holland each quarter, and that both Raymond Hallock and Henry Kuiken have provided, and continue to provide, valuable services to the Company; | | --- | --- | | ● | While the awards granted to non-employee directors by two of the “peer companies” considered in connection with the issuance of the 2019 Equity Awards (Investors Bancorp and Beneficial Bancorp) were reduced as a result of settlements negotiated with counsel for the current Plaintiff, the amounts of the reduced awards exceeded the awards at issue here. Each non-employee director of Investors Bancorp received $226,800 per year as a result of the settlement of that case, and each non-employee director of Beneficial received $200,000 per year as a result of the settlement of the Beneficial case, versus the $177,000 per year received by each non-employee director of the Company. Plaintiff’s counsel represented to the courts in Investors Bancorp and Beneficial that the settlements in those cases were fair. | | --- | --- |

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Defendants believe that those representations provide strong evidence that the smaller awards made by the Company in this case were also fair.

N.            Plaintiff has concluded that the Settlement is fair and adequate, and that it is appropriate and reasonable to pursue the Settlement based on the terms and procedures outlined herein.

O.            The Company and its Board of Directors (the “Board”) have determined that a settlement pursuant to the terms set forth in this Stipulation is fair and reasonable, and is advisable and in the best interests of, the Company and its stockholders.

P.            The parties did not discuss or begin negotiating the amount of any petition by Plaintiff’s counsel for an award of attorneys’ fees until after they had reached agreement on all material terms of the Settlement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the adequacy of which is acknowledged and agreed to by the undersigned counsel on behalf of the Settling Parties, the Settling Parties agree as follows:

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DEFINITIONS

a.            The “Class” means a non-opt-out class for settlement purposes (pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2)) that consists of the holders of shares of Columbia Financial common stock as of April 12, 2019, the record date for the determination of stockholders entitled to vote at the Company's 2019 Annual Meeting, and their successors and assigns. Excluded from the Class are Defendants and their affiliates.

b.            “Plaintiff’s Releasees” shall mean each of (i) Plaintiff and each and every member of the Class; (ii) each and every person who currently holds shares of stock of Columbia Financial (directly or indirectly), and (iii) Columbia Financial, and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Plaintiff’s counsel in the Action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates.

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c.            “Defendants’ Releasees” shall mean each of Columbia Financial, Defendants and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Defendants’ counsel in this action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates.

d.            “Releasing Parties” shall mean the Plaintiff’s Releasees and Defendants’ Releasees, collectively.

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e.            “Plaintiff’s Released Claims” shall mean all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined herein), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiff, any other Columbia Financial stockholder, individually, as a class action, derivatively on behalf of Columbia Financial, or by Columbia Financial directly, against any of the Defendants’ Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Defendants’ Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) the compensation paid to Defendants in 2019, as publicly disclosed in the Company’s 2020 Proxy Statement, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement.

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f. “Defendants’ Released Claims” shall mean all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined herein), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Defendants’ Releasees against any of the Plaintiff’s Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Plaintiff’s Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) compensation paid to Defendants, as publicly disclosed in the Company’s Proxy Statements, in 2019, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement. Plaintiff’s Released Claims and Defendants’ Released Claim shall be referred to herein collectively as the “Released Claims.”

SETTLEMENTCONSIDERATION

1. By a date no later than four months after Final Court Approval (as defined below) of the settlement, Columbia Financial shall submit the 2019 Equity Grants to a binding vote of its stockholders. There will be three separate ratification votes, one to ratify the 2019 Equity Grants made to the non-employee directors who are current directors, one to ratify the 2019 Equity Grants made to the retired directors whose grants continue to vest as a result of their service on an advisory board (Raymond Hallock and Henry Kuiken) and one to ratify the 2019 Equity Grants made to Columbia Financial’s President and Chief Executive Officer, Thomas J. Kemly. The “Eligible Shares” entitled to vote on the ratification proposals shall be all shares held on the record date by stockholders of Columbia Financial other than (i) Columbia Bank MHC, (ii) the Defendants, (iii) relatives of the Defendants living in the same household as a Defendant and (iv) entities (trusts, LLCs, etc.) controlled by a Defendant. The required vote to constitute ratification will be a majority of the Eligible Shares that vote on the proposed ratification. If a majority of the Eligible Shares are cast in favor of any of the ratification proposals, the 2019 Equity Grants that are the subject of that ratification proposal will remain outstanding, subject to the vesting requirements in place when they were granted. If a majority of the Eligible Shares are not cast in favor of any of the ratification proposals, the 2019 Equity Grants that are the subject of that ratification proposal will be cancelled in their entirety. Nothing herein shall limit the right of the Board of Directors of the Company or any committee thereof to issue future compensation (including grants of equity) to any person (including the Defendants), nor shall anything herein limit the right of Plaintiff, any member of the Class, any stockholder of the Company or any other person to challenge any grant of compensation (including any equity grant) made to any person (including the Defendants) after the date of this Stipulation. If the ratification is not successful, any consideration of whether issuance of replacement awards is appropriate will consider, among other things, the results of the ratification vote.

In connection with the proposed ratification vote, Columbia Financial will disseminate to its stockholders a proxy statement substantially in the form previously submitted by Defendants to Plaintiff’s counsel, and approved by Plaintiff’s counsel.

RELEASEOF CLAIMS

3. Effective upon Final Court Approval (as defined below):

a. The Plaintiff’s Releasees shall fully, finally, and forever release and discharge each and all of the Defendants’ Releasees from any and all of Plaintiff’s Released Claims.

b. The Defendants’ Releasees shall fully, finally, and forever release and discharge each and all of the Plaintiff’s Releasees from any and all of Defendants’ Released Claim.

The contemplated releases given by the Releasing Parties extend to claims that the Releasing Parties did not know or suspect to exist at the time of the release, which if known, might have affected the decision to enter into this release (“Unknown Claims”). The Releasing Parties shall be deemed to have waived any and all provisions, rights, and benefits conferred by any law of the United States, any law of any state, or principle of common law which governs or limits a person’s release of unknown claims to the fullest extent permitted by law. The Releases contained in this Settlement Agreement are not General Releases. Nonetheless, the Releasing Parties shall be deemed to relinquish, to the full extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING<br>PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD<br>HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

5. The Releasing Parties shall also be deemed to have waived any and all provisions, rights, and benefits conferred by any law of any state of the United States or principle of common law, which is similar, comparable, or equivalent to California Civil Code Section 1542. The Releasing Parties acknowledge that they may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of the Released Claims, but that it is their intention to fully, finally, and forever settle and release any and all Released Claims, known or unknown, suspected or unsuspected, which now exist or heretofore existed, from the beginning of time to the Effective Date (as defined below), without regard to the subsequent discovery or existence of such additional or different facts, to the fullest extent permitted by law.

The contemplated releases are not intended to release and shall not be deemed to release any rights or obligations of the Parties created by the Stipulation.

CONDITIONSOF THE SETTLEMENT

7. The Settlement was preceded by a pre-suit investigation of the claims asserted in the Action, including review of books and records furnished to Plaintiff’s counsel by the Company and the completion of extensive discovery by Plaintiff through his attorneys, as set forth in Paragraphs F and G.

8. This Stipulation shall be terminated, and shall be null and void and of no force and effect, unless otherwise agreed to by the Parties pursuant to the terms hereof, if (i) either Party exercises a right to terminate the Settlement pursuant to the terms of the Stipulation; or (ii) the Settlement does not obtain Final Court Approval (as defined below), including certification of the Class. If the Stipulation is terminated, the Agreement in Principle and this Stipulation and the Settlement shall be void and of no effect, and the Agreement in Principle, and this Stipulation shall not be deemed to prejudice in any way the positions of any of the Settling Parties in the Action. In such event, and consistent with the applicable evidentiary rules, neither the Agreement in Principle, nor this Stipulation, nor their contents, nor the existence of either, shall be admissible in evidence or shall be referred to for any purpose in the Action or in any other proceeding, except in connection with any claim for breach of the Agreement in Principle or this Stipulation or as otherwise specifically provided herein.

9. The Agreement in Principle and Settlement shall be null and void and of no force and effect if the terms of the Settlement, except for the Attorneys’ Fees Proposal, does not receive Final Court Approval (as defined below), in which case the Parties shall revert back to their litigation positions prior to entering into the Agreement in Principle and this Stipulation. For the avoidance of doubt, the Settling Parties agree that court approval of the Attorneys’ Fees Proposal is not a condition precedent to the Settlement or Final Court Approval.

10. In the event that any final injunction, decision, order, judgment, determination or decree is entered or issued by any court or governmental entity prior to Final Court Approval (as defined below) of the Stipulation and the Settlement that would make consummation of the Settlement in accordance with the terms of the Stipulation unlawful or that would restrain, prevent, enjoin, or otherwise prohibit consummation of the Settlement, the Settling Parties each reserve the right to withdraw from and to terminate the Settlement. In addition, in the event that any preliminary or temporary injunction, decision, order, determination, or decree (an “Interim Order”) is entered or issued by any court or governmental entity prior to Final Court Approval (as defined below) of the Stipulation and the Settlement that would restrain, prevent, enjoin, or otherwise prohibit consummation of the Settlement, then, notwithstanding anything herein to the contrary, the Settling Parties shall have no obligation to consummate the Settlement unless and until such Interim Order expires or is terminated or modified in a manner such that consummation of the Settlement in accordance with the terms of the Stipulation would no longer be restrained, prevented, enjoined, or otherwise prohibited.

11. The Settlement shall be conditional upon (i) entry of an Order and Judgment in the form attached as Exhibit C, which shall release the Released Claims and (ii) the Order and Judgment becoming Final (as defined below) (“Final Court Approval”).

SUBMISSIONAND APPLICATION TO THE COURT

12. As soon as practicable upon execution of the Stipulation, Plaintiff’s counsel shall submit the Stipulation together with its Exhibits to the Court and the Settling Parties shall apply jointly for entry of an order (the “Scheduling Order”), substantially in the form attached as Exhibit B, providing for, among other things: (i) approval of the form and content of the proposed Notice of the Settlement; (ii) staying all further proceedings in the Action, other than such proceedings as may be necessary to carry out the terms and conditions of the Settlement; (iii) barring and enjoining Plaintiff, all members of the Class, and all current stockholders of the Company from commencing or prosecuting any action asserting either directly, representatively, derivatively or in any other capacity any Released Claims and (iv) setting a date for the final settlement hearing (the “Settlement Hearing”). At the Settlement Hearing, the Parties shall jointly request that the Final Order and Judgment be entered substantially in the form attached as Exhibit C.

NOTICE

13. Columbia Financial shall be responsible for providing Notice of the Settlement to the current stockholders of Columbia Financial in the form and manner directed by the Court (when approved by the Court, the “Notice”), substantially in the form attached as Exhibit A. Columbia Financial shall also post a copy of the Notice of Settlement on its website. Columbia Financial or its insurer(s) shall cause to be paid all costs and expenses incurred in providing the Notice, including any costs and expenses associated with any additional copies of the Notice requested by record holders of Columbia Financial’s common stock (whether for purpose of providing the Notice to beneficial owners or otherwise).

CLASSCERTIFICATION

14. For purposes of the Settlement only, the Settling Parties agree that, pending Final Approval of the Settlement (as defined below), the Class action claims asserted in the Complaint shall be maintained on behalf of a non-opt-out class for settlement purposes (pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2)) that consists of the holders of shares of Columbia Financial common stock as of April 12, 2019, the record date for the determination of stockholders entitled to vote at the Company's 2019 Annual Meeting and their successors and assigns. Excluded from the Class are Defendants and their affiliates,

FINALCOURT APPROVAL

15. The “Effective Date” of the Settlement shall be the first date by which the Court has entered the Judgment and such Judgment has become Final. “Final” shall mean that (i) if no appeal is filed, the expiration date of the time for filing or noticing of any appeal of the Judgment; or (ii) if there is an appeal from the Judgment, the date of (a) final dismissal or final affirmance of all such appeals. However, any appeal or proceeding seeking subsequent judicial review pertaining solely to an order issued with respect to attorneys’ fees or expenses shall not in any way delay or preclude the Judgment from becoming Final.

ATTORNEYS’FEES AND EXPENSES

16. Plaintiff’s Counsel reserves the right to petition the Court for an award of attorneys’ fees and expenses of an amount up to $3 million (inclusive of costs) in connection with the Settlement. The Defendants reserve all rights to oppose any such petition for attorneys’ fees and expenses. Within ten (10) days of the Final Court Approval of any fee award, Defendants or their representatives shall cause to be paid on Defendants’ behalf to Plaintiff’s counsel any attorneys’ fees and expenses that are awarded by the Court.

Except as provided in this Stipulation, the Defendants’ Releasees shall bear no other expenses, costs, damages, or fees alleged or incurred by any of Plaintiff’s Counsel, or by any of Plaintiff’s attorneys, experts, advisors, agents or representatives in connection with the Settled Claims or the Settlement. Plaintiff Releases shall bear no expenses, costs, damages, or fees alleged or incurred by any Defendant, or by any Party’s attorneys, experts, advisors, agents or representatives in connection with the Settled Claims or the Settlement.

TERMINATION

18. In the event that the Settlement is terminated pursuant to the terms of the Stipulation or the Effective Date of the Settlement otherwise fails to occur, then: (i) the Agreement in Principle, this Stipulation, and the Settlement, including, but not limited to, the releases under Paragraphs 3.a and 3.b above, shall be null and void; (ii) the fact of the Settlement shall not be admissible in any trial of the Action; (iii) the Settling Parties shall be deemed to have reverted to their respective litigation positions in the Action immediately prior to the date of execution of the Agreement in Principle; and (iv) the Settling Parties shall proceed in all respects as if the Agreement in Principle and this Stipulation and any related orders had not been entered.

ENTIREAGREEMENT

19. This Stipulation and the Exhibits constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all written or oral communications, agreements or understandings that may have existed prior to the execution of this Stipulation, including the Agreement in Principle. No representations, warranties or statements of any nature whatsoever, whether written or oral, have been made to or relied upon by any Party concerning this Stipulation or its Exhibits, other than the representations, warranties and covenants expressly set forth in such documents.

CONSTRUCTION

20. This Stipulation shall be construed in all respects as jointly drafted and shall not be construed, in any way, against any Party on the ground that the Party or its counsel drafted this Stipulation.

21. Headings have been inserted for convenience only and will not be used in determining the terms of this Stipulation.

GOVERNINGLAW; CONTINUING JURISDICTION

22. This Stipulation and the Settlement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to Delaware’s principles governing choice of law. The Settling Parties irrevocably and unconditionally (i) consent to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware for any litigation arising out of or relating in any way to the Stipulation or the Settlement; (ii) agree that any dispute arising out of or relating in any way to the Stipulation or the Settlement shall not be litigated or otherwise pursued in any forum or venue other than any such court; (iii) waive any objection to the laying of venue of any such litigation in any such court; (iv) agree not to plead or claim in any such court that such litigation brought therein has been brought in any inconvenient forum; and (v) expressly waive any right to demand a jury trial as to any such dispute.

AMENDMENTS

23. This Stipulation may be modified or amended only by a writing, signed by the Settling Parties (or their duly authorized counsel), that refers specifically to this Stipulation.

SETTLEMENTNOT AN ADMISSION

24. The provisions contained in the Agreement in Principle, the Settlement or this Stipulation shall not be deemed a presumption, concession, or admission by any Settling Party to this Stipulation of any fault, liability, wrongdoing, or any infirmity or weakness of any claim or defense, as to any facts or claims (including the Settled Claims) that have been or might be alleged or asserted in the Action, or any other action or proceeding that has been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Action, or in any other action or proceeding, whether civil, criminal, or administrative, for any purpose other than as permitted by applicable court rules and rules of evidence.

BESTEFFORTS

25. Plaintiff, Defendants and their respective counsel agree to cooperate fully with one another in seeking the Court’s approval of this Stipulation and the Settlement, and to use their best efforts to affect, take or cause to be taken all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective, as promptly as practicable, this Stipulation and the Settlement (including but not limited to, using their best efforts to resolve any objections raised to the Settlement) and the dismissal of the Action with prejudice and without costs, fees or expenses to any party (except as provided for by Paragraphs 16-17).

BINDINGEFFECT

26. This Stipulation shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, successors and assigns.

COUNTERPARTS

27. This Stipulation may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which together shall constitute one and the same instrument.

AUTHORITY

28. This Stipulation will be executed by counsel for each of the Settling Parties, each of whom represent and warrant that they have the authority from their client(s) to enter into this Stipulation and bind their clients hereto.

OWNERSHIPOF SHARES; NON-ASSIGNMENT OF CLAIMS

29. Plaintiff represents and warrants that he has been a stockholder of Columbia Financial since April 2018 to the present, that as of the date hereof he continues to hold stock in Columbia Financial and that he shall continue to hold such stock in Columbia Financial through the Effective Date. Plaintiff further represents that he has not assigned the claims asserted in the Action, or any of the Plaintiff’s Released Claims, to any person.

NOWAIVER

30. Any failure by any Party to insist upon the strict performance by any other Party of any of the provisions of this Stipulation shall not be deemed a waiver of any of the provisions hereof, and such Party, notwithstanding such failure, shall have the right thereafter to insist on the strict performance of any and all of the provisions of this Stipulation to be performed by such other Party. No waiver, express or implied, by any Party of any breach or default in the performance by the other Party of its obligations under this Stipulation shall be deemed or construed to be a waiver of any other breach, whether prior, subsequent, or contemporaneous, under this Stipulation.

IN WITNESS WHEREOF, the undersigned Parties, by and through their respective counsel, have executed this Stipulation effective as of the date set forth above.

SMITH, KATZENSTEIN & JENKINS LLP	MORRIS, NICHOLS, ARSHT & TUNNELL LLP
/s/ David A. Jenkins	/s/ Kenneth J. Nachbar
David A. Jenkins (#932)	Kenneth<br> J. Nachbar (# 2067)
Neal C. Belgam (# 2721)	Lauren K. Neal (# 5940)
Jason Z. Miller (# 6310)	Michael J. Slobom Jr. (# 6726)
1000 West Street, Suite 1501	1201 N. Market Street
Wilmington, DE 19801	P.O. Box 1347
(302) 652-8400	Wilmington, DE 19899-1347
Attorneys for Plaintiff	(302) 658-9200
	Attorneys for Defendants Frank Czerwinski, Raymond G. Hallock, Noel R. Holland, Thomas J. Kemly, Henry Kuiken, Michael Massood, Jr., Elizabeth E. Randall, and Robert Van Dyk
RICHARDS, LAYTON & FINGER, P.A.
---
/s/ Susan M. Hannigan
Susan M. Hannigan (# 5342)
Ryan D. Konstanzer (# 6558) <br><br> 920 North King Street<br><br> Wilmington, DE 19801<br><br> (302) 651-7700
Attorney for Nominal Defendant Columbia Financial, Inc.
Dated: December 10, 2021

Exhibit 99.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

FREDRIC D. PASCAL, derivatively on behalf of COLUMBIA<br> FINANCIAL, INC., and individually on behalf of himself and all other similarly situated stockholders of COLUMBIA FINANCIAL, INC.,<br><br> <br><br><br> <br>Plaintiff,<br><br> <br><br><br> <br>vs.<br><br> <br><br><br> <br>FRANK CZERWINSKI, RAYMOND G. HALLOCK, NOEL R.<br> HOLLAND, THOMAS J. KEMLY, HENRY KUIKEN, MICHAEL MASSOOD, JR., ELIZABETH E. RANDALL, and ROBERT VAN DYK,<br><br> <br><br><br> <br>Defendants,<br><br> <br><br><br> <br>-and-<br><br> <br><br><br> <br>COLUMBIA FINANCIAL, INC., a Delaware Corporation,<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Nominal Defendant.	)
	) C.A. No. 2020-0320-SG
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NOTICEOF PENDENCY OF DERIVATIVE ACTION,

PROPOSEDSETTLEMENT, AND SETTLEMENT HEARING

TO:	ALL<br> PERSONS OR ENTITIES WHO HOLD SHARES OF THE COMMON STOCK OF COLUMBIA FINANCIAL, INC. (“COLUMBIA<br> FINANCIAL” OR THE “COMPANY”) AS OF THE CLOSE OF BUSINESS ON APRIL 12, 2019<br> AND THEIR SUCCESSORS AND ASSIGNS (THE “CLASS”), AND ALL PERSONS OR ENTITIES WHO<br> HOLD SHARES OF THE COMMON STOCK OF COLUMBIA FINANCIAL ON DECEMBER 10, 2021.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINS IMPORTANT INFORMATION. YOUR RIGHTS WILL BE AFFECTED BY THESE LEGAL PROCEEDINGS IN THIS LITIGATION. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT, OR PURSUING THE RELEASED CLAIMS (AS DEFINED BELOW).

IF YOU ARE NOT THE BENEFICIAL HOLDER OF COMMON STOCK OF COLUMBIA FINANCIAL, INC. BUT HOLD SUCH STOCK FOR A BENEFICIAL HOLDER, PLEASE TRANSMIT THIS DOCUMENT PROMPTLY TO SUCH BENEFICIAL HOLDER.

The purpose of this Notice is to inform you of a proposed settlement (the “Settlement”) of the above-captioned action (the “Action”) pending before the Court of Chancery of the State of Delaware (the “Court”) and of a hearing to be held before the Court on February 7, 2022, at 11:30 a.m. (the “Settlement Hearing”). The purpose of the Settlement Hearing is to: (a) determine whether a class should be finally certified for purposes of Count III of this action (b) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable and adequate and in the best interests of the members of the Class and of Columbia Financial and its stockholders; (c) determine whether the Court should enter an Order and Final Judgment as provided in the Stipulation and releasing the Plaintiff’s Released Claims and Defendants’ Released Claims; (d) hear the application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement of litigation expenses of up to $3 million; and

(e) rule on such other matters as the Court may deem appropriate.

If you held Columbia Financial stock as of the close of business on April 12, 2019, or if you hold shares of Columbia Financial as of December 10, 2021, this Notice will inform you of how, if you so choose, you may enter your appearance in the Action or object to the proposed Settlement or the attorneys’ fees in connection with the proposed settlement and have your objection heard at the Settlement Hearing.

THEFOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURTAS TO THE MERITS OF ANY CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT IS BASED ON STATEMENTS OF THE PARTIES AND IS SENT FOR THE SOLE PURPOSEOF INFORMING YOU OF THE EXISTENCE OF THIS ACTION AND OF A HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONSAS TO STEPS THAT YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THIS ACTION.

Background and Descriptionof the Action

On April 30, 2020, Plaintiff Fredric D. Pascal (“Pascal”), on behalf of Columbia Financial and its stockholders, including a purported class consisting of persons who owned stock of Columbia Financial as of the close of business on April 12, 2019 and their successors and assigns, filed a Verified Stockholder Derivative and Class Action Complaint (the “Complaint”) against Frank Czerwinski, Raymond G. Hallock, Noel R. Holland, Thomas J. Kemly, Henry Kuiken, Michael Massood Jr., Elizabeth E. Randall, and Robert Van Dyk (“Defendants”), and Nominal Defendant Columbia Financial Inc. (“Columbia Financial” or the “Company,” and collectively with Plaintiff and Defendants, the “Parties”).

The Complaint, filed on April 30, 2020, purports to assert class and derivative claims against the Company and Defendants alleging that (i) the equity grants awarded to Defendants in 2019 as disclosed in the Company’s Schedule 14A Definitive Proxy Statements filed with the U.S. Securities and Exchange Commission on April 10, 2020 (the “2019 Equity Grants”) were unfair and excessive and (ii) the Company’s 2019 Proxy Statement soliciting stockholder approval of the Company’s 2019 Equity Incentive Plan was misleading and omitted material information.

The Complaint specifically asserts that the 2019 Equity Grants awarded to Defendants were made pursuant to a flawed process, were unfair and excessive, and that the Defendants breached their fiduciary duties in approving those 2019 Equity Grants.

The Complaint seeks, inter alia, entry of an order “[r]escinding, cancelling, and/or ordering disgorgement” of the 2019 Equity Grants, including all shares of Columbia Financial common stock issued thereunder; a declaration that the stockholder vote on the 2019 Equity Incentive Plan at the 2019 Annual Meeting was ineffective; an order invalidating the Incentive Plan and rescinding all equity grants and shares issued thereunder; pre-judgment and post-judgment interest; reimbursement of costs and attorneys’ fees; and any other relief the Court may deem just and proper.

Defendants moved to dismiss Count III of the Complaint alleging that the Proxy Statement disseminated in connection with securing approval of the 2019 Equity Incentive Plan was misleading. Pursuant to a Memorandum Opinion issued on December 16, 2020, the Court dismissed Count III of the Complaint.

Before bringing his Complaint, Plaintiff (through his counsel) sought from Columbia Financial books and records concerning the Company’s adoption of the 2019 Equity Incentive Plan and the 2019 Equity Grants. In response to that request, Columbia Financial provided Plaintiff with approximately 1,400 pages of responsive documents, which Plaintiff’s counsel reviewed and utilized in drafting the Complaint. Subsequent to filing his Complaint, Plaintiff (through his counsel) engaged in extensive discovery concerning his claims (“Discovery”), including obtaining and reviewing over 30,000 pages of documents from the Company and the Defendants, reviewing over 4,500 pages of documents produced by third parties in response to subpoenas directed to them, propounding 23 interrogatories and reviewing the responses and supplemental responses to those interrogatories, and taking the depositions of eleven witnesses, including seven Defendants and four other parties.

On October 29, 2021, after extensive arm’s-length negotiations, the parties reached an agreement in principle (the “Agreement in Principle”) providing for the settlement of Plaintiff’s claims against Defendants. On December 10, 2021 the parties filed a Stipulation of Settlement (“Stipulation”) reflecting the terms of the Parties’ settlement of this Action (the “Settlement”).

The Settlement reflects the results of the parties’ negotiations, agreement as to which was only reached after arm’s-length negotiations between the Parties who were all represented by counsel with extensive experience and expertise in stockholder derivative litigation.

Defendants deny, and continue to deny, that any of them has committed or threatened to commit any violations of law, breaches of duty, or other wrongdoing toward the Company or its stockholders (as defined below), or anyone else concerning any of the claims or requests for relief set forth in the Complaint, including the Released Claims (as defined below). Defendants are entering into the Settlement solely because it will eliminate the distraction, burden, expense, risks and potential delay of further litigation involving the Released Claims (as defined below)

Plaintiff believes that the Settled Claims (as defined below) had merit when filed and continue to have merit, and that the Discovery process yielded substantial evidence to support Plaintiff’s case; Plaintiff believes that Defendants would be unlikely to prove at trial that the 2019 Equity Awards are entirely fair to the Company and its stockholders because, among other things:

• McLagan, one of the Company’s compensation consultants, did not give any advice to the Board about the Conversion Peer Group, or the amount of or the timing of the 2019 Equity Awards, and instead only provided information to the Board (including the initial peer group list), which the Board modified and used to make its own determination as to the amount and timing of the 2019 Equity Awards and award themselves what McLagan described as “mega grants.”

• No consultant to the Board of Directors was asked to, or did, provide any fairness opinion concerning any aspect of the 2019 Equity Awards, including either the process undertaken by the Board of Directors, or the amounts of those awards.

• The Advisory Board involved here was specifically created by the Board of Directors in connection with the 2019 Equity Awards in contemplation of the imminent retirement of Raymond Hallock and Henry Kuiken (whose retirements became effective upon the election of their respective successors at the Company’s 2020 annual meeting).

• In determining the appropriate “peer companies” in connection with the issuance of the 2019 Equity Awards, the Board of Directors included two companies, Investors Bancorp (which was far larger than the Company) and Beneficial Bancorp, whose directors were sued over the size of their equity awards and, in both cases, a settlement of those cases reduced materially the amount of the awards. The Board of Directors, however, used the original, non-reduced awards in its peer analysis, which resulted in a higher median for comparison purposes than if the reduced awards had been used.

Defendants believe that the Settled Claims (as defined below) did not have merit when filed and do not have merit now, and that the Discovery process yielded substantial evidence to support Defendants’ case. Defendants believe that they would be likely to prove at trial that the aggregate amount of the 2019 Equity Awards to the Defendants are entirely fair to the Company because, among other things, the awards cover a multi-year period and are modest as a percentage of the Company’s outstanding shares (less than 0.95% as of the grant date). The Compensation Committee determined this metric to be the most appropriate metric, and under this metric, the Company’s awards were less than those of both the comparable companies considered by the Compensation Committee and the Board and the “peer” companies that the Complaint says should have been used as comparators. As to Plaintiff’s bullet points, Defendants believe:

• McLagan did give advice to the Board about the Conversion Peer Group and the amount of and the timing of the 2019 Equity Awards. Indeed, it selected the initial peer group list based on its expertise and its professional belief that they were the most appropriate “peer” companies for consideration.

• No fairness opinion concerning the 2019 Equity Awards was obtained. Opinions concerning the fairness of officer and director compensation are not legally required and in fact are not customary; thus, such opinions are generally not available, irrespective of the actual fairness of the compensation awards;

• The Company has had advisory boards for at least 25 years. And the discovery record demonstrates that the current Advisory Board meets with Messrs. Kemly and Holland each quarter, and that both Raymond Hallock and Henry Kuiken have provided, and continue to provide, valuable services to the Company;

• While the awards granted to non-employee directors by two of the “peer companies” considered in connection with the issuance of the 2019 Equity Awards (Investors Bancorp and Beneficial Bancorp) were reduced as a result of settlements negotiated with counsel for the current Plaintiff, the amounts of the reduced awards exceeded the awards at issue here. Each non-employee director of Investors Bancorp received $226,800 per year as a result of the settlement of that case, and each non-employee director of Beneficial received $200,000 per year as a result of the settlement of the Beneficial case, versus the $177,000 per year received by each non-employee director of the Company. Plaintiff’s counsel represented to the courts in Investors Bancorp and Beneficial that the settlements in those cases were fair. Defendants believe that those representations provide strong evidence that the smaller awards made by the Company in this case were also fair. Plaintiff has concluded that the Settlement is fair and adequate, and that it is appropriate and reasonable to pursue the Settlement based on the terms and procedures outlined herein. The Company and its Board of Directors (the “Board”) have determined that a settlement pursuant to the terms set forth in this Stipulation is fair and reasonable, and is advisable and in the best interests of, the Company and its stockholders.

The parties did not discuss or begin negotiating the amount of any petition by Plaintiff’s counsel for an award of attorneys’ fees until after they had reached agreement on all material terms of the Settlement.

Reasons for the Settlement

In the second half of 2021, Defendants discussed pursuing a stockholder ratification vote with respect to the 2019 Equity Awards. In lieu of proceeding to trial, Defendants decided to pursue stockholder ratification because they fundamentally disagreed with Plaintiff’s assertions that the 2019 Equity Grants were excessive or were unfair, and believed that an appropriate way to resolve the Action, without the further cost and distraction of litigation, would be to allow the stockholders to determine whether the 2019 Equity Awards should be permitted to remain outstanding. Defendants based this belief in part on the results of the advisory “say on pay” votes on the compensation of the Company's NEOs taken in 2020 and 2021, in which 94.29% and 97.50%, respectively, of the Company’s minority stockholders voting at the meeting (which excludes the vote of Columbia Bank MHC) voted in favor of the “say on pay” advisory votes. With the vote of Columbia Bank MHC included, 98.17% and 98.9%, respectively, of the Company’s shareholders voting at the annual meetings voted in favor of the “say on pay” advisory votes.

Accordingly, in October of 2021, as the parties were close to completing the discovery process, Defendants in the Action proposed to the Plaintiff that the action be resolved, subject to approval by the Court, by agreeing to subject the 2019 Equity Awards to a binding vote of the Company’s shareholders, other than Columbia Bank MHC and the Defendants and certain affiliated persons. The parties negotiated Defendants’ proposal, and following additional discussions, entered into the Stipulation, subject to approval by the Court, to resolve the Action by subjecting the 2019 Equity Awards to the binding votes of shareholders that will occur at a meeting of the stockholders of Columbia Financial.

Following an analysis of the strengths and weaknesses of the Action, including review and analysis of the Discovery, Plaintiff believes that the settlement consideration provides the Company and its stockholders with substantial benefits that addresses the harm alleged in the Complaint. Although Plaintiff believes that the Action is meritorious and asserts valid claims, he is agreeing to settle the Action to eliminate the uncertainties inherent in further litigation and in recognition of the immediate benefits that this Settlement will afford the Company and its stockholders.

Plaintiff and his counsel have determined that the terms of the Settlement are fair, reasonable, adequate and in the best interests of Columbia Financial and its stockholders, and that it is reasonable to pursue a settlement of the Action based upon those terms and the procedures outlined herein.

Defendants entered into the Stipulation solely because the Settlement will eliminate the burden, expense, distraction and uncertainties inherent in further litigation, and would benefit the Company and its stockholders by, among other things, allowing Columbia Financial’s stockholders to vote on the proposed ratification of the 2019 Equity Grants.

Each of the Defendants has vigorously denied, and continues to vigorously deny, the allegations in the Complaint, including that he or she has committed any breach of fiduciary duty, received unfair or excessive compensation, or otherwise engaged in any of the wrongful acts alleged in the Complaint or violated any law, and each of the Defendants expressly maintains that he or she has complied with his or her fiduciary and other legal duties at all times.

Settlement Terms

In consideration for the full settlement and release of all Released Claims (as defined below) against the Defendant Releasees (as defined below) and the dismissal with prejudice of the Action, Defendants have agreed that by a date no later than four months after Final Court Approval (as defined below) of the settlement, Columbia Financial shall submit the 2019 Equity Grants to a binding vote of its stockholders. Defendants have agreed that there will be three separate ratification votes, one to ratify the 2019 Equity Grants made to the non-employee directors who are current directors, one to ratify the 2019 Equity Grants made to the retired directors whose grants continue to vest as a result of their service on an advisory board (Raymond Hallock and Henry Kuiken) and one to ratify the 2019 Equity Grants made to Columbia Financial’s President and Chief Executive Officer, Thomas J. Kemly. The “Eligible Shares” entitled to vote on the ratification proposals shall be all shares held on the record date by stockholders of Columbia Financial other than (i) Columbia Bank MHC, (ii) the Defendants, (iii) relatives of the Defendants living in the same household as a Defendant and (iv) entities (trusts, LLCs, etc.) controlled by a Defendant. The required vote to constitute ratification will be a majority of the Eligible Shares that vote on the proposed ratification. If a majority of the Eligible Shares voting are cast in favor of any of the ratification proposals, the 2019 Equity Grants that are the subject of that ratification proposal will remain outstanding, subject to the vesting requirements in place when the 2019 Equity Grants were made. If a majority of the Eligible Shares voting are not cast in favor of any of the ratification proposals, the 2019 Equity Grants that are the subject of that ratification proposal will be cancelled in their entirety. Nothing in the Settlement limits the right of the Board of Directors of the Company or any committee thereof to issue future compensation (including grants of equity) to any person (including the Defendants), nor does anything in the Settlement limit the right of Plaintiff, any member of the Class, any stockholder of the Company or any other person to challenge any grant of compensation (including any equity grant) made to any person (including the Defendants) after the date of the Stipulation. If the ratification is not successful, any consideration of whether issuance of replacement awards is appropriate will consider, among other things, the results of the ratification vote.

The Settlement Hearing

The Settlement Hearing shall be held on February 7, 2022 at 11:30 a.m., before the Delaware Court of Chancery, 34 The Circle, Georgetown, DE to: (a) determine whether the Class should be certified for purposes of Count III of the Action; (b) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable and adequate and in the best interests of Columbia Financial and its current stockholders as of December 10, 2021, and the Class; (c) determine whether the Court should enter an Order and Final Judgment as provided in the Stipulation, releasing the Released Claims; (d) hear the application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement of litigation expenses; and (e) rule on such other matters as the Court may deem appropriate.

The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys’ fees, without further notice of any kind to stockholders of Columbia Financial or members of the Class, other than oral announcement at the Settlement Hearing or any adjournment thereof.

The Court reserves the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to stockholders of Columbia Financial or members of the Class.

Right to Appear andObject

Any Columbia Financial stockholder or member of the Class who objects to the Settlement, the Order and Final Judgment to be entered in the Action, and/or Plaintiff’s counsel’s application for attorneys’ fees, or who otherwise wishes to be heard, may appear in person or by such member’s attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court unless not later than fourteen (14) calendar days prior to the Settlement Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear; (b) a statement of such person’s objections to any matters before the Court; and (c) the grounds for such objections and the reasons that such person desires to appear and be heard, documentation evidencing ownership of Columbia Financial stock and any other documents or writings such person desires the Court to consider. Such filings shall be served by e-filing, hand delivery or overnight mail upon the following counsel:

David A. Jenkins	Kenneth J. Nachbar
Smith Katzenstein & Jenkins LLP	Morris Nichols Arsht & Tunnell LLP
1000 North West Street, 15^th^Floor	1201 North Market Street, 16th Floor
Wilmington, Delaware 19801	Wilmington, Delaware 19899
302-504-1654	302-351-9294
	Attorneys for the Individual Defendants

Steven J. Purcell	Susan M. Hannigan
Purcell Julie & Lefkowitz LLP	Richards, Layton & Finger, P.A.
200 Park Avenue, Suite 1700	920 North King Street
New York, NY 10166	Wilmington, DE 19801
212-725-1000	(302) 651-7700
Attorneys for Plaintiff	Attorney for Nominal Defendant Columbia Financial, Inc.

Unless the Court otherwise directs, no person shall be entitled to object to the certification of the Class, the approval of the Settlement, any judgment entered thereon, the adequacy of the representation of the Company and its stockholders by Plaintiff and their counsel, any award of attorneys’ fees, or otherwise be heard, except by serving and filing a written objection and supporting papers and documents as prescribed above. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding. Any Columbia Financial stockholder who does not object to the Settlement or the request by Plaintiff’s counsel for an award of attorneys’ fees and expenses (described below) or to any other matter stated above need not do anything.

The Final Order andJudgment

If the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests of the Class and of Columbia Financial and its stockholders, the parties to the Action will ask the Court to enter the Order and Final Judgment, which will, among other things:

a.	Permanently<br> certify the Class for purposes of Count III of the Action;
b.	approve<br> the Settlement as fair, reasonable, adequate and in the best interests Columbia Financial<br> and its stockholders, and direct consummation of the Settlement in accordance with its terms<br> and conditions;
---	---
c.	determine<br> that the requirements of the rules of the Court and due process have been satisfied in connection<br> with this Notice; and
---	---
d.	dismiss<br> the Action with prejudice on the merits and grant the releases more fully described below<br> under the heading “Releases” in accordance with the terms and conditions of the<br> Stipulation;
---	---

Releases

The Stipulation provides that on the date on which the Order and Final Judgment approving the Settlement and dismissing the Action with prejudice becomes final and no longer subject to further appeal or review, Columbia Financial, Plaintiff, each and every member of the Class and each and every other Columbia Financial stockholder (directly or indirectly), on each of their own behalves, and on behalf of any other person or entity who could assert any of Plaintiff’s Released Claims, in such capacity only, shall fully, finally, and forever release, settle, and discharge, and shall forever be enjoined from prosecuting, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined in the Stipulation), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiff, any other Columbia Financial stockholder, individually, as a class action, derivatively on behalf of Columbia Financial, or by Columbia Financial directly, against any of the Defendants’ Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Defendants’ Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) the compensation paid to Defendants in 2019, as publicly disclosed in the Company’s 2020 Proxy Statement, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement (the “Plaintiff’s Released Claims”) against each of Columbia Financial, Defendants and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Defendants’ counsel in this action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates (the “Defendants’ Releasees”). For the avoidance of doubt, Plaintiff’s Released Claims include all of the claims asserted in the Action, but do not include claims based on future conduct of the Defendants’ Releasees.

The Stipulation also provides that upon Final Approval of the Settlement, Defendants and the other Defendants’ Releasees, on behalf of themselves and any other person or entity who could assert any of the Defendants’ Released Claims (defined below) on their behalf, in such capacity only, shall fully, finally, and forever release, settle, and discharge, and shall forever be enjoined from prosecuting, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined in the Stipulation), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Defendants’ Releasees against any of the Plaintiff’s Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Plaintiff’s Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) compensation paid to Defendants, as publicly disclosed in the Company’s Proxy Statements, in 2019, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement (the “Defendants’ Released Claims”) against (i) Plaintiff and each and every member of the Class; (ii) each and every person who currently holds shares of stock of Columbia Financial (directly or indirectly), and (iii) Columbia Financial, and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Plaintiff’s counsel in the Action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates (“Plaintiff Releasees”). For the avoidance of doubt, the Defendants’ Released Claims do not include claims based on future conduct of the Plaintiff Releasees.

The Defendants’ Released Claims and the Plaintiff’s Released Claims are referred to collectively as the Released Claims.

The Settlement is intended to extinguish all the Released Claims, and consistent with such intention, upon Final Approval of the Settlement, the Parties shall waive and relinquish to the fullest extent permitted by law, the provisions, rights and benefits of any state, federal or foreign law or principle of common law, which may have the effect of limiting the release set forth in the Stipulation.

The contemplated releases given by the parties granting the release (the “Releasing Parties”) extend to claims that the Releasing Parties did not know or suspect to exist at the time of the release, which if known, might have affected the decision to enter into this release (“Unknown Claims”). The Releasing Parties shall be deemed to have waived any and all provisions, rights, and benefits conferred by any law of the United States, any law of any state, or principle of common law which governs or limits a person’s release of unknown claims to the fullest extent permitted by law. The Releases contained in this Settlement Agreement are not General Releases. Nonetheless, the Releasing Parties shall be deemed to relinquish, to the full extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides:

A GENERALRELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS ORHER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTEDHIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Application for Attorneys’Fees and Expenses

Defendants acknowledge that Plaintiff is entitled to reasonable attorneys’ fees and expenses for the benefits obtained for the Company as a result of this litigation and the Settlement. Subject to the terms and conditions of the Stipulation and any Order of the Court, Plaintiff may apply to the Court for an award of attorneys’ fees and expenses to Plaintiff’s counsel for up to $3 million (“Fee Application”). Defendants have reserved the right to oppose the Fee Application. Within ten (10) business days of the final approval of the Settlement (as defined in the Stipulation), Defendants or their representatives shall cause to be paid on Defendants’ behalf to Plaintiff’s counsel any attorneys’ fees and expenses that are awarded by the Court.

Notice to Persons orEntities That Hold Ownership on Behalf of Others

Brokerage firms, banks and/or other persons or entities who hold shares of the common stock of Columbia Financial for the benefit of others are requested to promptly send this Notice to all of their respective beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial owners, any requests for such copies may be made to:

Kenneth J. Nachbar

Morris Nichols Arsht & Tunnell LLP

1201 North Market Street, 16th Floor

Wilmington, Delaware 19899

302-351-9294

Attorneys for Defendantsand the Company

Scope of this Noticeand Additional Information

The foregoing description of the Settlement Hearing, the Action, the terms of the proposed Settlement and other matters described herein do not purport to be comprehensive. Accordingly, Columbia Financial stockholders are referred to the documents filed with the Court in the Action. PLEASE DO NOT WRITE OR CALL THE COURT.

Inquiries or comments about the Settlement may be directed to the attention of Plaintiff’s counsel as follows:

David A. Jenkins

Smith Katzenstein & Jenkins LLP

1000 North West Street, 15^th^ Floor

Wilmington, DE 19801

302-504-1654

Steven J. Purcell

Purcell Julie & Lefkowitz LLP

708 3rd Avenue, 6th Floor

New York, NY 10017

212-725-1000

Attorneys for Plaintiff

Dated: December 15, 2021

Sent by Order of the Court of Chancery of the State of Delaware.

Exhibit 99.3

INTHE COURT OF CHANCERY OF THE STATE OF DELAWARE

FREDRIC<br>D. PASCAL, derivatively on behalf of COLUMBIA FINANCIAL INC., and individually on behalf of<br>himself and all other similarly situated stockholders of COLUMBIA FINANCIAL, INC.,	)<br>)<br><br> <br>)<br><br> <br>)<br><br> <br>)
	)	C.A. No. 2020-0320-SG
	)
Plaintiff,	)
	)
vs.	)
	)
FRANK CZERWINSKI, RAYMOND<br> G. HALLOCK, NOEL R. HOLLAND, THOMAS J. KEMLY, HENRY KUIKEN, MICHAEL MASSOOD, JR., ELIZABETH E. RANDALL, and<br> ROBERT VAN DYK,	)<br><br> <br>)<br><br> <br>)
	)
	)
	)
	)
	)
	)
Defendants,	)
	)
-and-	)
	)
COLUMBIA FINANCIAL, INC.,<br> a Delaware Corporation,	)
	)
	)
	)
Nominal<br> Defendant.	)

ORDER APPROVING NOTICE OF SETTLEMENT

ANDSCHEDULING SETTLEMENT APPROVAL HEARING

WHEREAS, the parties to the above-captioned action (the “Action”) have entered into a Stipulation and Agreement of Compromise, Settlement and Release, dated December 10, 2021 (the “Stipulation”), which sets forth the terms and conditions for the proposed settlement and dismissal with prejudice of the Action, subject to review and approval by this Court pursuant to Court of Chancery Rules 23 and 23.1 and upon notice to the stockholders of nominal defendant Columbia Financial, Inc. (“Columbia Financial” or the “Company”);

NOW, upon application of the parties, after review and consideration of the Stipulation filed with the Court and the exhibits annexed thereto,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 15th day of December, 2021, as follows:

1. Except for terms defined herein, the Court adopts and incorporates the definitions in the Stipulation for the purposes of this order.

2. This Court hereby preliminarily approves, subject to further consideration at the Settlement Hearing described below, the Settlement set forth therein, including the terms and conditions for settlement and dismissal with prejudice of this Action.

3. For purposes of Settlement only, the Court preliminarily certifies that Court III of the Complaint is brought on behalf of a non-opt-out class (pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2)) that consists of the holders of shares of Columbia Financial common stock as of April 12, 2019, the record date for the determination of stockholders entitled to vote at the Company's 2019 Annual Meeting, and their successors and assigns. Excluded from the Class are Defendants and their affiliates.

A hearing (the “Settlement Hearing”) shall be held on February 7, 2022, at 11:30 a.m. before the Delaware Court of Chancery, 34 The Circle, Georgetown, DE 19947, to: (a) determine whether the Class should be finally certified for purposes of Count III of this action; (b) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable and adequate and in the best interests of Columbia Financial and its current stockholders as of December 10, 2021, and the Class (as defined below) ; (c) determine whether the Court should enter an Order and Final Judgment as provided in the Stipulation, releasing the Released Claims; (d) hear the application by Plaintiff’s Counsel for an award of attorneys’ fees and reimbursement of litigation expenses; and (e) rule on such other matters as the Court may deem appropriate.

5. The Court reserves the right to adjourn the Settlement Hearing or any adjournment thereof, including the consideration of the application for attorneys’ fees, without further notice of any kind to stockholders of Columbia Financial or members of the Class, other than oral announcement at the Settlement Hearing or any adjournment thereof.

6. The Court reserves the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented to by the Parties to the Stipulation and without further notice to stockholders of Columbia Financial or members of the Class.

The Court approves, in form and content, the Notice of Pendency of Derivative and Class Action, Proposed Settlement and Settlement Hearing (the “Notice”) substantially in the form attached as Exhibit A to the Stipulation.

8. Within ten (10) business days after the date of this Order, Columbia Financial shall cause the Notice to be sent to all stockholders of record as of the close of business on the date that the Stipulation was filed with the Court. All stockholders of record who are not also the beneficial owners of the shares of Columbia Financial common stock held by them of record shall be requested to forward the Notice to such beneficial owners of those shares. Columbia Financial (or its successor entity) shall use reasonable efforts to give notice to such beneficial owners by making additional copies of the Notice available to any record holder who, prior to the Settlement Hearing, requests the same for distribution to beneficial owners. No later than five days after the entry of this Order, Columbia Financial shall also file with the Securities Exchange Commission a Form 8-K announcing the proposed settlement and providing information to stockholders enabling them to access the Notice on the Company’s website.

The form and method of notice herein is the best notice practicable and constitutes due and sufficient notice of the Settlement Hearing to all persons entitled to receive such a notice. Counsel for Columbia Financial or its successor entity shall at least ten (10) business days prior to the Settlement Hearing, file with the Court an appropriate affidavit with respect to the preparation and mailing of the Notice. All proceedings in the Action, other than such proceedings as may be necessary to carry out the terms and conditions of the Settlement, are hereby stayed and suspended until further order of the Court. Pending final determination of whether the Settlement should be approved, Plaintiff and all Columbia Financial stockholders are barred and enjoined from commencing or prosecuting any action asserting any Released Claims as defined in the Stipulation, and all pending deadlines in any and all such actions shall be suspended.

10. Any Columbia Financial stockholder or member of the Class who objects to the Settlement, the Order and Final Judgment to be entered in the Action, and/or Plaintiff’s counsel’s application for attorneys’ fees, or who otherwise wishes to be heard, may appear in person or by such member’s attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown, no person shall be heard and no papers, briefs, pleadings or other documents submitted by any person shall be considered by the Court unless not later than fourteen (14) calendar days prior to the Settlement Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear; (b) a statement of such person’s objections to any matters before the Court; and (c) the grounds for such objections and the reasons that such person desires to appear and be heard, documentation evidencing ownership of Columbia Financial stock and any other documents or writings such person desires the Court to consider. Such filings shall be served by e-filing, hand delivery or overnight mail upon the following counsel:

David A. Jenkins	Kenneth J. Nachbar
Smith, Katzenstein & Jenkins LLP	Morris Nichols Arsht & Tunnell LLP
1000 North West Street, 15^th^ Floor	1201 North Market Street, 16th Floor
Wilmington, Delaware 19801	Wilmington, Delaware 19899
302-504-1654	302-351-9294
	Attorneys for the Individual Defendants
Steven J. Purcell	Susan M. Hannigan
---	---
Purcell Julie & Lefkowitz LLP	Richards, Layton & Finger, P.A.
200 Park Avenue, Suite 1700	920 North King Street
New York, NY 10166	Wilmington, DE 19801
212-725-1000	(302) 651-7700
Attorneys for Plaintiff	Attorney for Nominal Defendant Columbia Financial, Inc.

11. Unless the Court otherwise directs, no person shall be entitled to object to the approval of the Settlement, any judgment entered thereon, the certification of the Class, the adequacy of the representation of Columbia Financial or its stockholders by Plaintiff and his counsel, any award of attorneys’ fees, or otherwise be heard, except by serving and filing a written objection and supporting papers and documents as described in Paragraph 10. Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding.

| 6 |

| --- |

12. Plaintiff shall file and serve his opening brief in support of the Settlement and his application for attorneys’ fees and expenses no later than twenty-eight (28) calendar days prior to the Settlement Hearing. Any objections to the application for attorneys’ fees and expenses shall be filed and served no later than fourteen (14) calendar days prior to the Settlement Hearing. Plaintiff may file a brief in further support of their application for attorneys’ fees and expenses and to respond to any objections, if necessary, no later than seven (7) calendar days prior to the Settlement Hearing.

If the Settlement, including any amendment made in accordance with the Stipulation, is not approved by the Court or shall not become effective for any reason whatsoever, the Settlement (including any modification thereof made with the consent of the Parties as provided for in the Stipulation), and any actions taken or to be taken in connection therewith (including this Order and any judgment entered herein) shall be terminated and become void and of no further force and effect, except for the obligation of Columbia Financial to pay for any expenses incurred in connection with the Notice and administration provided for by this Scheduling Order. In that event, neither the Stipulation nor any provision contained in the Stipulation, any action undertaken pursuant thereto, or the negotiation thereof by any party shall be deemed an admission or received as evidence in this or any other action or proceeding.

/s/Sam Glasscock III
Vice Chancellor Sam Glasscock III

| 7 |

| --- |

Exhibit 99.4

INTHE COURT OF CHANCERY OF THE STATE OF DELAWARE

FREDRIC D. PASCAL, derivatively<br> on behalf of COLUMBIA FINANCIAL, INC., and individually on behalf of himself and all other similarly situated stockholders of COLUMBIA<br> FINANCIAL, INC.,	)<br><br> <br>)<br><br> <br>)
	)
	)
	)	C.A. No. 2020-0320-SG
	)
	)
	)
Plaintiff,	)
	)
vs.	)
	)
FRANK CZERWINSKI, RAYMOND<br> G. HALLOCK, NOEL R. HOLLAND, G. HALLOCK, NOEL R. HOLLAND,<br> THOMAS J. KEMLY, HENRY KUIKEN, MICHAEL MASSOOD, JR., ELIZABETH E. RANDALL, and ROBERT VAN DYK,	)<br><br> <br>)<br><br> <br>)<br><br> <br>)
	)
	)
	)
	)
	)
Defendants,	)
	)
-and-	)
	)
COLUMBIA FINANCIAL, INC., a	)
Delaware Corporation,	)
	)
	)
Nominal<br> Defendant.	)

ORDERAND FINAL JUDGMENT

A hearing having been held before this Court on _____, 2022, pursuant to this Court’s Scheduling Order, dated December ____, 2021 (the “Scheduling Order”), and upon a Stipulation and Agreement of Compromise, Settlement and Release, dated December 10, 2021 (the “Stipulation”) outlining a Settlement of the above-captioned action (the “Action”), which is incorporated herein by reference, the parties having appeared by their attorneys of record, the Court having heard and considered the submissions and evidence presented in support of the proposed Settlement, certification of the Class (as defined herein) and the application for an award of attorneys’ fees, expenses, the opportunity to be heard having been given to all other persons requesting to be heard in accordance with the Scheduling Order, the Court having determined that Notice was adequate and sufficient, and the entire matter of the proposed Settlement having been heard and considered by the Court;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED**,** this_______ day of ________, 2022, as follows:

1. Unless otherwise defined herein, all defined terms shall have the meanings as set forth in the Stipulation and the Scheduling Order.

2. The Court has jurisdiction over the subject matter of the Action, and all matters relating to the Settlement of the Action, as well as personal jurisdiction for purposes of the Settlement over all of the Parties and each member of the Class (as defined herein) and each stockholder of Columbia Financial, Inc. (“Columbia Financial” or the “Company”), and it is further determined that Plaintiff, Defendants, Columbia Financial, and its stockholders, as well as their transferees, heirs, executors, successors, and assigns, and members of the Class (as defined herein) are bound by this Order and Final Judgment (the “Judgment”).

Notice has been given to all members of the Class (as defined herein) and all stockholders of Columbia Financial stockholders as of December 10, 2021, pursuant to and in the manner directed by the Scheduling Order; including mailing and other dissemination of the Notice, as set forth in the Declaration of Notice filed with the Court. A full opportunity to be heard has been offered to all Parties, all members of the Class, all current Columbia Financial stockholders, and all other persons in interest. The Court finds that the form and means of the Notice was the best notice practicable under the circumstances and was given in full compliance with the requirements of Delaware Court of Chancery Rules 23 and 23.1 and due process of law, and that all members of the Class and all stockholders of Columbia Financial are bound by this Judgment.

4. The Court hereby finally certifies, for the purposes of the Settlement only, Count III of the Action as a non-opt out class action pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), on behalf of a Class consisting of all holders of stock of Columbia Financial as of April 12, 2019, the record date for the determination of stockholders entitled to vote at the Company's 2019 Annual Meeting, and their successors and assigns. Excluded from the Class are Defendants and their affiliates.

5. For the purposes of the Settlement only, the Court hereby finally appoints Plaintiff as representative for the Class and Plaintiffs’ Counsel as counsel for the Class. Plaintiffs and Plaintiffs’ Counsel have fairly and adequately represented the Class both in terms of litigating the Action and for purposes of entering into and implementing the Settlement.

6. Solely for purposes of the proposed Settlement of this Action, the Court finds that each element required for certification of the Class pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2) has been met in that: (i) the Class members are so numerous that their joinder in the Action would be impracticable; (ii) there are questions of law and fact common to the Class; (iii) the claims of Plaintiffs are typical of the claims of the Class; (iv) in connection with both the prosecution of the Action as well as the Settlement, Plaintiff Fredric D. Pascal and Plaintiff’s counsel have and will fairly and adequately represent and protect the interests of the Class; (v) the prosecution of separate actions by individual Class members would create a risk of inconsistent adjudications that would establish incompatible standards of conduct for Defendants; (vi) as a practical matter, the disposition of the Action would influence the disposition of any pending or future identical cases brought by other Class members; and (vii) Defendants have allegedly acted or refused to act on grounds generally applicable to the Class, thereby making appropriate final relief, including declaratory relief, with respect to the Class as a whole.

This Court further finds that Plaintiff in the Action has held stock in the Company since the time of the conduct complained of in the Action, otherwise has standing to prosecute the Action, and adequately represents the interests of the Class and of Columbia Financial and its stockholders.

8. Based on the record in the Action, each of the provisions of Court of Chancery Rules 23 and 23.1 has been satisfied and the Action has been properly maintained according to the provisions of Court of Chancery Rules 23 and 23.1.

9. The Court finds that the Settlement is fair, reasonable, adequate, and in the best interests of the Class and of Columbia Financial and its stockholders.

10. Pursuant to Court of Chancery Rules 23 and 23.1, this Court approves the Settlement in all respects, and the Parties are directed to consummate the Settlement in accordance with the terms of the Stipulation.

11. The Action is hereby dismissed with prejudice as to all Defendants and as to Columbia Financial, and against Plaintiff, all members of the Class, and all stockholders of Columbia Financial. As between Plaintiff and Defendants, the parties are to bear their own costs, except as otherwise provided in Paragraph 16 below or as otherwise provided in the Stipulation and the Scheduling Order.

Upon entry of this Judgment, Columbia Financial, Plaintiff, each and every member of the Class and each and every other Columbia Financial stockholder (directly or indirectly), on each of their own behalves, and on behalf of any other person or entity who could assert any of Plaintiff’s Released Claims, in such capacity only, shall fully, finally, and forever release, settle, and discharge, and shall forever be enjoined from prosecuting, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined in the Stipulation), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Plaintiff, any other Columbia Financial stockholder, individually, as a class action, derivatively on behalf of Columbia Financial, or by Columbia Financial directly, against any of the Defendants’ Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Defendants’ Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) the compensation paid to Defendants in 2019, as publicly disclosed in the Company’s 2020 Proxy Statement, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement (the “Plaintiff’s Released Claims”) against each of Columbia Financial, Defendants and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Defendants’ counsel in this action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates (the “Defendants’ Releasees”). For the avoidance of doubt, Plaintiff’s Released Claims include all of the claims asserted in the Action, but do not include claims based on future conduct of the Defendants’ Releasees.

Upon entry of this Judgment, Defendants and the other Defendants’ Releasees, on behalf of themselves and any other person or entity who could assert any of the Defendants’ Released Claims (defined below) on their behalf, in such capacity only, shall fully, finally, and forever release, settle, and discharge, and shall forever be enjoined from prosecuting, any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest, penalties, sanctions, fees, attorneys’ fees, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, including Unknown Claims (as defined in the Stipulation), whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in the Action or in any other court, tribunal, or proceeding by Defendants’ Releasees against any of the Plaintiff’s Releasees which are based upon, arise out of, relate in a material way to, or materially involve, directly or indirectly, the actions, transactions, occurrences, statements, representations, misrepresentations, omissions, allegations, disclosures, facts, practices, events, claims, or any other matters, things, or causes whatsoever, or any series thereof, that were alleged, asserted, set forth, claimed, embraced, involved, or referred to in, or related to, in each case, (a) the Action, or (b) which could have been asserted against any of the Plaintiff’s Releasees regarding (i) the approval by stockholders of Columbia Financial of the 2019 Equity Incentive Plan or the disclosures to stockholders of Columbia Financial in connection with stockholder approval of the 2019 Equity Incentive Plan, including (without limitation) the Proxy Statement filed by Columbia Financial with the Securities Exchange Commission on April 22, 2019 and (ii) compensation paid to Defendants, as publicly disclosed in the Company’s Proxy Statements, in 2019, including (without limitation) the 2019 Equity Grants, except for claims relating to the enforcement of the Settlement (the “Defendants’ Released Claims”) against (i) Plaintiff and each and every member of the Class; (ii) each and every person who currently holds shares of stock of Columbia Financial (directly or indirectly), and (iii) Columbia Financial, and each of their respective parents, subsidiaries, affiliates and controlling persons, and any current or former officer or director of any of the foregoing, and each of their respective past, present, or future family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, distributees, foundations, agents, employees, fiduciaries, partners, partnerships, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, divisions, affiliates, associated entities, stockholders, principals, officers, directors, managing directors, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, financial or investment advisors, advisors, consultants, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, attorneys (including all Plaintiff’s counsel in the Action), counsel, personal or legal representatives, accountants, insurers, co-insurers, reinsurers, and associates (“Plaintiff Releasees”). For the avoidance of doubt, the Defendants’ Released Claims do not include claims based on future conduct of the Plaintiff Releasees.

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

15. Neither this Order and Final Judgment, the Settlement, nor any act or omission in connection therewith shall be deemed or argued to be evidence of or to constitute a presumption, concession or admission by Defendants of any breach of duty, liability, fault or wrongdoing as to any facts or claims alleged or asserted in the Action, or in any other actions or proceedings, and shall not be interpreted, construed, deemed, invoked, offered, received in evidence or otherwise used in the Action or any other action or proceeding of any nature whatsoever except to enforce the Stipulation and Settlement. Neither the existence of the Settlement, the Stipulation nor any provisions contained therein shall be deemed a presumption, concession or admission by Plaintiff that this Action lacks merit.

16. Plaintiff’s counsel are hereby awarded attorneys’ fees in the amount of $________, inclusive of expenses, which amount the Court finds to be fair and reasonable. Such fees shall be paid to Purcell Julie & Lefkowitz, LLP, on behalf of all Plaintiff’s counsel in this action, at the time, and in the manner, as set forth in the Stipulation.

17. The effectiveness of the Order and Final Judgment and the obligations of Plaintiff, Plaintiff’s counsel and Defendants under the Settlement shall not be conditioned upon or subject to the resolution of any appeal that relates solely to the issue of Plaintiff’s or Plaintiff’s counsel’s application for an award of attorneys’ fees and expenses.

18. The Court further orders, adjudges and decrees that all other relief be, and is hereby, denied, and that this Order and Final Judgment disposes of all the claims and all the members of the Class and all Parties in the above-styled action.

Vice Chancellor Sam Glasscock III