Form 8-K - Current report

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 5, 2024

Columbia Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)


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

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

(Address of principal executive offices)

(800) 522-4167

(Registrant’s telephone number, including area code)

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 8.01 Other Events

On December 5, 2024, Columbia Financial, Inc. (the "Company") issued a press release announcing the repositioning of a portion of its investment securities portfolio. The Company's press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
99.1						Press release dated December 5, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Date:

December 5, 2024

/s/Dennis E. Gibney

Dennis E. Gibney

Senior Executive Vice President and Chief Financial Officer

COLUMBIA FINANCIAL, INC.

ANNOUNCES REPOSITIONING OF BALANCE SHEET

Fair Lawn, New Jersey, December 5, 2024 – Columbia Financial, Inc. (the “Company”) (NASDAQ: CLBK) the holding company for Columbia Bank (the “Bank”) announced a repositioning of the Company’s balance sheet.

As part of the Company’s strategy to improve future earnings and expand its net interest margin, the Company sold approximately $321 million of available-for-sale debt securities with a weighted average book yield of 1.53% and average life of 3.6 years that were mostly purchased during the COVID period.

Proceeds from the sale were used to fund loan growth of $85 million, purchase $66 million of higher yielding debt securities and prepay $170 million of higher cost borrowings. The repositioning is immediately accretive to net interest income. The sale and prepayment resulted in a pre-tax loss of approximately $38 million. The repositioning is expected to be neutral to tangible book value per share as the unrealized loss with respect to the debt securities is already recognized in the Company’s stockholders’ equity through accumulated other comprehensive loss.

“Given the decline in interest rates, we believe this is a well-timed transaction that is expected to improve future earnings while allowing the Company to continue to maintain a strong capital position. It accelerates our strategy to realign the Company's balance sheet towards higher-yielding assets and enhances the flexibility of our funding,” said Thomas J. Kemly, President and Chief Executive Officer.

The transaction is intended to achieve the following goals:

•Increase 2025 earnings by approximately 24% relative to the current analyst earnings consensus;

•Expand 2025 net interest margin by approximately 15 basis points relative to the current analyst earnings consensus;

•Achieve a conservative payback estimate of 3.1 years; and

•Reduce the Company’s reliance on wholesale funding.

The Company's regulatory capital ratios will remain strong and above “well capitalized” levels after the transaction, with an estimated total capital to risk weighted assets ratio at 13.87% and an estimated tier 1 leverage capital ratio at 9.99% on an estimated pro forma basis using actual September 30, 2024 capital.

About Columbia Financial, Inc.

Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank's mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 68 full-service banking offices and offers traditional financial services to consumers and businesses in its market area.

Forward Looking Statements

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

Company's actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.

Cover Page Cover Page	Jul. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	Columbia Financial, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38456
Entity Tax Identification Number	22-3504946
Entity Address, Address Line One	19-01 Route 208 North
Entity Address, City or Town	Fair Lawn
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07410
City Area Code	800
Local Phone Number	522-4167
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CLBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001723596