8-K - KRNY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2022

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KEARNY FINANCIAL CORP.

(Exact name of Registrant as Specified in Its Charter)

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Maryland	001-37399	30-0870244
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
120 Passaic Avenue Fairfield, New Jersey		07004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (973) 244-4500

(Former Name or Former Address, if Changed Since Last Report)

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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 (see General Instructions A.2. below):

☐ 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	KRNY	The NASDAQ Stock Market LLC

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

Emerging growth company ☐

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

Item 8.01 Other Events

On December 8, 2022, Kearny Financial Corp. (the “Company”) announced the completion of a wholesale restructuring related to its investment securities portfolio. In addition, the Company announced the adoption of a company-wide operating efficiency initiative.

A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a)Financial Statements of Business Acquired. Not applicable.

(b)Pro Forma Financial Information. Not applicable.

(c)Shell Company Transaction. Not applicable.

(d)Exhibits.

Exhibit Number	Description
99.1	Press release dated December 8, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	KEARNY FINANCIAL CORP.
Date: December 8, 2022	By:	/s/ Keith Suchodolski
		Keith Suchodolski
		Senior Executive Vice President and Chief Financial Officer

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

December 8, 2022

For further information contact:

Craig L. Montanaro, President and Chief Executive Officer, or

Keith Suchodolski, Senior Executive Vice President and Chief Financial Officer

Kearny Financial Corp.

(973) 244-4500

KEARNY FINANCIAL CORP. ANNOUNCES WHOLESALE RESTRUCTURING AND

ADOPTION OF OPERATING EFFICIENCY INITIATIVE

Fairfield, N.J., December 8, 2022 – Kearny Financial Corp. (NASDAQ GS: KRNY) (the “Company”), the holding company of Kearny Bank (the “Bank”), announced today the completion of a wholesale restructuring related to its investment securities portfolio. In addition, the Company announced the adoption of a company-wide operating efficiency initiative.

Wholesale Restructuring

The Company executed the sale of $121.4 million of its lower-yielding available-for-sale debt securities for an estimated after-tax loss of approximately $11.0 million. Proceeds from the sale were reinvested in debt securities currently yielding, on average, 440 basis points higher than the securities that were sold. In addition, the Company purchased approximately $100.0 million of debt securities, funded by wholesale borrowings, which will produce an average spread of 216 basis points. The loss on sale of securities is expected to have a nominal impact on tangible book value, as such loss was previously reflected in capital through accumulated other comprehensive loss.

Operating Efficiency Initiative

Given the prevailing economic and interest rate environment, the Company has also embarked upon a company-wide operating efficiency initiative, targeting an annualized reduction in operating expense of five to ten percent. The goal of this initiative is to improve the Company’s cost structure through cost-reduction and cost-containment initiatives. These include actions surrounding the optimization and reduction of vendor spend, the automation or outsourcing of routine activities, and the realignment of the Company’s workforce.

About Kearny Financial Corp.

Kearny Financial Corp. is the parent company of Kearny Bank which operates from its administrative headquarters in Fairfield, New Jersey, and a total of 45 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At September 30, 2022, Kearny Financial Corp. had approximately $7.9 billion in total assets.

Statements contained in this news release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company does not undertake and specifically disclaims any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.