What Columbia Financial, Inc. told the SEC could break it.

Columbia's lending is concentrated in New Jersey and the metropolitan New York and Philadelphia markets: at December 31, 2025, $2.6 billion (31.0%) of its loan portfolio was secured by one-to-four-family real estate, a significant majority in New Jersey, and its multifamily and commercial-real-estate loans are likewise concentrated there; a downturn in those regional economies or property markets (further concentrated after the Northfield merger) would disproportionately raise credit losses.

“At December 31, 2025, $2.6 billion or 31.0%, of our loan portfolio was secured by one-to-four family real estate, a significant majority of which is located in the State of New Jersey, and to a lesser extent New York and Pennsylvania.”

Columbia's information technology and telecommunications systems interface with and depend on third-party systems, so it could experience service denials if demand exceeds capacity or if those third-party systems fail or are interrupted, and the termination of a third-party software license or service agreement could interrupt operations; a significant, sustained or repeated system failure could compromise its ability to operate effectively and serve customers.

“Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity, or such third-party systems fail or experience interruptions.”

Columbia Financial faces a complex pending transaction: a merger to acquire Northfield Bancorp combined with a second-step Conversion of its mutual holding company to full stock form, requiring approvals from the Company's and Northfield's stockholders, MHC members, and regulators (Federal Reserve and OCC); failure or delay could bring negative market/customer/employee reactions, unrecoverable transaction costs, a termination fee, share-issuance dilution, and integration that proves more difficult or costly than expected.

“The completion of the Merger is subject to certain closing conditions including, among other things, (i) approval of the Merger Agreement by the Company's and Northfield's stockholders, (ii) the receipt all governmental consents and regulatory approvals required for the Merger and the Bank Merger, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency and (iii) the consummation of the Conversion.”

Columbia Bank operates as an OCC-regulated covered savings association with the Company and MHC subject to Bank Holding Company Act limits and Federal Reserve oversight, and it must maintain regulatory capital above prompt-corrective-action thresholds (falling below an 8.0% total / 6.0% Tier 1 / 4.5% CET1 / 4.0% leverage ratio makes an institution 'undercapitalized' and triggers escalating restrictions on distributions and growth); it is also exposed to changes in U.S. monetary/fiscal policy and the imposition of tariffs and retaliatory responses.

“An institution that has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4.0% is considered to be “undercapitalized”.”