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data/filings/CLAR/Clarus Corp (CLAR) - Form 8-K. 2026-03-05 (0001104659-26-024134).md

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+****  
+  
+****
+
+**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): March 5, 2026
+
+CLARUS CORPORATION
+
+(Exact name of registrant as specified in its charter)
+
+Delaware (State or other jurisdiction of incorporation) | 001-34767 (Commission File Number) | 58-1972600 (IRS Employer Identification Number)  
+---|---|---  
+  
+2084 East 3900 South, Salt Lake City, Utah (Address of principal executive offices) | 84124 (Zip Code)  
+---|---  
+  
+Registrant’s telephone number, including area code: (801) 278-5552
+
+N/A
+
+(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))  
+---|---|---  
+  
+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.  ¨
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+**Title of each class** |  | **Trading Symbol** |  | **Name of each exchange on which registered**  
+---|---|---|---|---  
+Common Stock, par value $.0001 per share |  | CLAR |  | NASDAQ Global Select Market  
+  
+****
+
+**Item 2.02 Results of Operations and Financial Condition**
+
+On March 5, 2026, Clarus Corporation (the “Company”) issued a press release announcing results for the fourth quarter and year ended December 31, 2025 (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference. Attached hereto as Exhibit 99.2 and incorporated herein by reference is a presentation regarding the Company’s financial results for the fourth quarter and year ended December 31, 2025 (the “Presentation”).
+
+The Press Release and/or the Presentation contains the non-GAAP measures: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per diluted share, (iii) earnings before interest, taxes, other income or expense, depreciation and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin, and (iv) free cash flow (defined as net cash provided by operating activities less capital expenditures). The Company believes that the presentation of certain non-GAAP measures, i.e.: (i) adjusted gross margin and adjusted gross profit, (ii) adjusted (loss) income from continuing operations and related earnings (loss) per diluted share, (iii) EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin, and (iv) free cash flow, provide useful information to understand its ongoing operations and enables investors to focus on period-over-period operating performance, and thereby enhances the user’s overall understanding of the Company’s current financial performance relative to past performance and provides, along with the nearest GAAP measures, a baseline for modeling future earnings expectations. Non-GAAP measures are reconciled to comparable GAAP financial measures within the Press Release and the Presentation. The Company does not provide a reconciliation of the non-GAAP guidance measures adjusted EBITDA and/or adjusted EBITDA margin for the fiscal year 2026 to net income for the fiscal year 2026, the most comparable GAAP financial measure, due to the inherent difficulty of forecasting certain types of expenses and gains, without unreasonable effort, which affect net income but not adjusted EBITDA and/or adjusted EBITDA margin. The Company cautions that non- GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results. Additionally, the Company notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.
+
+The information in Item 2.02 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
+
+**Item 9.01. Financial Statements and Exhibits**
+
+(d) Exhibits.
+
+Exhibit|  | Description  
+---|---|---  
+[99.1](<tm268094d1_ex99-1.htm>)|  | [Press Release dated March 5, 2026 (furnished only).](<tm268094d1_ex99-1.htm>)  
+[99.2](<tm268094d1_ex99-2.htm>)|  | [Slide Presentation for Conference Call held on March 5, 2026 (furnished only).](<tm268094d1_ex99-2.htm>)  
+104|  | Cover Page Interactive Data File (embedded within the Inline XBRL document).  
+  
+**SIGNATURES**
+
+Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
+
+Dated: March 5, 2026
+
+| **CLARUS CORPORATION**  
+---|---  
+|  |   
+| By: | /s/ Michael J. Yates   
+| Name: | Michael J. Yates   
+| Title: | Chief Financial Officer 

data/filings/CLB/ (CLB) - Form 8-K. 2024-03-21 (0000950170-24-035962).md

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+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): March 21, 2024
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | Not Applicable  
+(State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)  
+|  |   
+6316 Windfern RoadHouston, TX |  | 77040  
+(Address of Principal Executive Offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
+
+On March 21, 2024, Mr. Kevin Daniels announced his intention to resign as Vice President and Chief Accounting Officer of Core Laboratories Inc. (the “Company”) to pursue other opportunities. Mr. Daniels departure is not the result of any dispute or disagreement with the Company on any matter associated with the Company’s accounting practices or financial statements.
+
+Effective March 21, 2024, the Board approved the appointment of Mr. Sow Hang Teo to serve as the Company’s Vice President and Chief Accounting Officer. Mr. Teo, age 54, previously served as the Company’s Corporate Controller of Financial Reporting, a position he has held since September 2017. Since joining the Company in February 2006, Mr. Teo has held various positions, including Asia Pacific Shared Service Center Controller, Corporate Group Controller, and Director of Business Processes & Special Projects. Prior to joining the Company, he worked at DNV Asia Pacific from January 1999 to January 2006 as Business Support Manager and Asia Pacific Financial Controller. Mr. Teo began his career in public accounting, working at various firms from July 1994 to December 1998, with the last three years at KPMG in Malaysia. Mr. Teo is a Certified Public Accountant with the Malaysia Institute of Certified Public Accountants and a Chartered Accountant with the Malaysia Institute of Accountants. Mr. Teo completed his undergraduate professional accountancy degree in 1994 from Malaysia and received his MBA from Atlantic International University in 2003. There are no transactions between the Company and Mr. Teo that would require disclosure under Item 404(a) of Regulation S-K.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: March 25, 2024 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2024-04-24 (0000950170-24-047646).md

@@ -0,0 +1,95 @@
+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): April 24, 2024
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On April 24, 2024, Core Laboratories Inc. issued a press release announcing its financial results for the first quarter of 2024.
+
+Item 7.01 Regulation FD Disclosure.
+
+On April 24, 2024, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on May 6, 2024 and payable May 28, 2024.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on April 24, 2024 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: April 24, 2024 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2024-05-08 (0000950170-24-057934).md

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+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): May 8, 2024
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | Not Applicable  
+(State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)  
+|  |   
+6316 Windfern RoadHouston, TX |  | 77040  
+(Address of Principal Executive Offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 5.07 Submission of Matters to a Vote of Security Holders.
+
+Core Laboratories Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 8, 2024 in Houston, Texas. At the Annual Meeting, the Company’s shareholders were asked to vote on the following proposals: (1) to re-elect two current Class III Directors to serve under the terms and conditions described within the proxy statement until the Company’s annual meeting in 2027 and until their successors shall have been duly elected and qualified; (2) to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accountants for the year ending December 31, 2024; (3) to approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section of the Company’s proxy statement entitled Compensation Discussion and Analysis (“CD&A”), and the compensation of the Company’s named executive officers as disclosed pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables; and (4) to approve and resolve the amendment and restatement of the Company’s 2020 Long-Term Incentive Plan, the principal purposes of which are to (i) increase the number of shares authorized thereunder and (ii) extend the term of such plan through May 8, 2034.
+
+Given that more than 50% of the issued share capital was present and represented at the meeting either in person or by proxy, proposal 1 could be approved by the affirmative vote of a plurality of votes cast, proposals 2 and 3 could be approved by the affirmative vote of an absolute majority of 50% + 1 of shares present and entitled to vote, and proposal 4 could be approved by the affirmative vote of a two-thirds majority of shares present and entitled to vote. All items were approved, and the certified results of the matters voted upon at the Annual Meeting are as follows:
+
+Proposal 1 – Election of Class III Directors: The election of each Class III director was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+Nominee |  | For |  | Withheld |  | Broker Non-Votes  
+Lawrence Bruno |  | 37,354,023 |  | 962,528 |  | 2,919,136  
+Kwaku Temeng |  | 33,030,809 |  | 5,285,742 |  | 2,919,136  
+  
+Proposal 2 – Appointment of KPMG as Independent Registered Public Accountant: The ratification of the appointment of KPMG as the Company’s independent registered public accountant for the fiscal year ending December 31, 2024 was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+For |  | Against |  | Abstentions |  | Broker Non-Votes  
+40,402,356 |  | 802,763 |  | 30,568 |  | —  
+  
+Proposal 3 – Approving the Compensation of the Company’s Executive Officers: An advisory vote on the compensation of the Company’s named executive officers was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+For |  | Against |  | Abstentions |  | Broker Non-Votes  
+36,411,684 |  | 1,822,497 |  | 82,370 |  | 2,919,136  
+  
+Proposal 4 – Approving the Amendment of the Company’s Long-Term Incentive Plan: The amendment and restatement of the Company’s 2020 Long-Term Incentive Plan, the principal purposes of which are to (i) increase the number of shares authorized thereunder and (ii) extend the term of such plan through May 8, 2034, was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+For |  | Against |  | Abstentions |  | Broker Non-Votes  
+36,742,268 |  | 1,468,975 |  | 105,308 |  | 2,919,136  
+  
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: May 10, 2024 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2024-07-24 (0000950170-24-086092).md

@@ -0,0 +1,95 @@
+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): July 24, 2024
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On July 24, 2024, Core Laboratories Inc. issued a press release announcing its financial results for the second quarter of 2024.
+
+Item 7.01 Regulation FD Disclosure.
+
+On July 24, 2024, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on August 5, 2024 and payable August 26, 2024.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on July 24, 2024 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: July 24, 2024 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2024-10-23 (0000950170-24-116676).md

@@ -0,0 +1,95 @@
+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): October 23, 2024
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On October 23, 2024, Core Laboratories Inc. issued a press release announcing its financial results for the third quarter of 2024.
+
+Item 7.01 Regulation FD Disclosure.
+
+On October 23, 2024, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on November 4, 2024 and payable November 25, 2024.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on October 23, 2024 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: October 23, 2024 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2025-01-29 (0000950170-25-010552).md

@@ -0,0 +1,95 @@
+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): January 29, 2025
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On January 29, 2025, Core Laboratories Inc. issued a press release announcing its financial results for the fourth quarter of 2024 and year ending December 31, 2024.
+
+Item 7.01 Regulation FD Disclosure.
+
+On January 29, 2025, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on February 10, 2025 and payable March 3, 2025.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on January 29, 2025 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: January 29, 2025 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2025-04-23 (0000950170-25-057483).md

@@ -0,0 +1,95 @@
+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): April 23, 2025
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On April 23, 2025, Core Laboratories Inc. issued a press release announcing its financial results for the first quarter of 2025.
+
+Item 7.01 Regulation FD Disclosure.
+
+On April 23, 2025, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on May 5, 2025 and payable May 27, 2025.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on April 23, 2025 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: April 23, 2025 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2025-05-21 (0000950170-25-077738).md

@@ -0,0 +1,99 @@
+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): May 21, 2025
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | Not Applicable  
+(State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)  
+|  |   
+6316 Windfern RoadHouston, TX |  | 77040  
+(Address of Principal Executive Offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 5.07 Submission of Matters to a Vote of Security Holders.
+
+Core Laboratories Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 21, 2025 in Houston, Texas. At the Annual Meeting, the Company’s shareholders were asked to vote on the following proposals: (1) to elect one new Class II Director and to re-elect two current Class II Directors to serve under the terms and conditions described within the Company’s proxy statement until it’s annual meeting in 2028 and until their successors shall have been duly elected and qualified; (2) to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accountant for the year ending December 31, 2025; and (3) to approve, on an advisory basis, the compensation philosophy, policies and procedures described in the section of the Company’s proxy statement entitled Compensation Discussion and Analysis (“CD&A”), and the compensation of the Company’s named executive officers as disclosed pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules, including the compensation tables.
+
+Given that more than 50% of the issued share capital was present and represented at the Annual Meeting either in person or by proxy, proposal 1 could be approved by the affirmative vote of a plurality of votes cast, proposal 2 could be approved by the affirmative vote of an absolute majority of 50% + 1 of shares present and entitled to vote, and proposal 3 could be approved by the affirmative vote of a 66-2/3% majority of shares present and entitled to vote. All items were approved, and the certified results of the matters voted upon at the Annual Meeting are as follows:
+
+Proposal 1 – Election of Class II Directors: The election of each Class II director was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+Nominee |  | For |  | Withheld |  | Broker Non-Votes  
+Martha Z. Carnes |  | 37,510,862 |  | 2,818,729 |  | 2,182,232  
+Katherine Murray |  | 39,747,197 |  | 582,394 |  | 2,182,232  
+Rob Martinovich |  | 38,894,796 |  | 1,434,795 |  | 2,182,232  
+  
+Proposal 2 – Appointment of KPMG as Independent Registered Public Accountant: The ratification of the appointment of KPMG as the Company’s independent registered public accountant for the fiscal year ending December 31, 2025, was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+For |  | Against |  | Abstentions |  | Broker Non-Votes  
+41,812,461 |  | 685,311 |  | 14,051 |  | —  
+  
+Proposal 3 – Approving the Compensation of the Company’s Named Executive Officers: An advisory vote on the compensation of the Company’s named executive officers was approved as follows:
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+For |  | Against |  | Abstentions |  | Broker Non-Votes  
+38,010,404 |  | 2,292,675 |  | 26,512 |  | 2,182,232  
+  
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: May 27, 2025 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2025-07-22 (0000950170-25-097897).md

@@ -0,0 +1,129 @@
+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): July 22, 2025
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 1.01 Entry into a Material Definitive Agreement.
+
+On July 22, 2025, Core Laboratories Inc. (the "Parent Borrower") and Core Laboratories (U.S.) Interests Holdings, Inc. (the "U.S. Borrower" and together with the Parent Borrower, collectively the "Company") entered into a Ninth Amended and Restated Credit Agreement (henceforth referred to as the "Amended Credit Agreement") with various financial institutions who are parties to the Amended Credit Agreement (collectively, the "Lenders"), with Bank of America, N.A. also serving as administrative agent for the Lenders and as collateral agent for various secured parties. Additionally, Bank of America is serving as swing line lender and letter of credit issuing bank.
+
+The Amended Credit Agreement primarily includes the following changes:
+
+•
+
+To appropriately size the credit facility in line with the Company’s intended uses, the aggregate borrowing commitment has been increased from $135 million to $150 million, with a $50 million accordion option. Draws of up to $100 million are available in the form of a revolving credit facility through the maturity date, and a single draw of $50 million is available in the form of a delayed draw term loan through January 12, 2026;
+
+•
+
+The maturity date has been extended for a four-year period ending on July 22, 2029, subject to springing maturity as follows: unless the Company’s liquidity equals or exceeds the principal amount of each of the respective senior notes series that remain outstanding on each of the respective springing maturity dates as follows:
+
+o
+
+if any portion of the Company’s 2021 Series B Senior Notes due January 12, 2028, in the aggregate principal amount of $15 million, remains outstanding on October 17, 2027, the revolving credit facility will mature on October 17, 2027, or
+
+o
+
+if any portion of the Company’s 2023 Series A Senior Notes due June 28, 2028, in the aggregate principal amount of $25 million, remains outstanding on March 28, 2028, the revolving credit facility will mature on March 28, 2028.
+
+There are no material changes to other terms of the facility, including assets securing the debt, pricing on the debt, cross default provisions associated with the senior notes, financial covenants, or the interest coverage and leverage ratios.
+
+The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
+
+Item 2.02 Results of Operations and Financial Condition.
+
+On July 23, 2025, Core Laboratories Inc. issued a press release announcing its financial results for the second quarter of 2025.
+
+Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
+
+The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
+
+Item 7.01 Regulation FD Disclosure.
+
+On July 23, 2025, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on August 4, 2025 and payable August 25, 2025.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+* * *
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+10.1 [Ninth Amended and Restated Credit Agreement, by and among Core Laboratories Inc., Core Laboratories (U.S.) Interests Holding, Inc., and the lenders party thereto and Bank of America, N.A. as administrative agent, dated July 22, 2025.](<clb-ex10_1.htm>)
+
+99.1 [Press release issued on July 23, 2025 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: July 23, 2025 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2025-10-22 (0001193125-25-246793).md

@@ -0,0 +1,95 @@
+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): October 22, 2025
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On October 22, 2025, Core Laboratories Inc. issued a press release announcing its financial results for the third quarter of 2025.
+
+Item 7.01 Regulation FD Disclosure.
+
+On October 22, 2025, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on November 3, 2025 and payable November 24, 2025.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on October 22, 2025 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: October 22, 2025 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2026-02-04 (0001193125-26-037789).md

@@ -0,0 +1,95 @@
+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): February 4, 2026
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | 98-1164194  
+(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS Employer Identification No.)  
+|  |   
+6316 Windfern Road |  |   
+Houston, TX |  | 77040  
+(Address of principal executive offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 2.02 Results of Operations and Financial Condition.
+
+On February 4, 2026, Core Laboratories Inc. issued a press release announcing its financial results for the fourth quarter of 2025 and year ending December 31, 2025.
+
+Item 7.01 Regulation FD Disclosure.
+
+On February 4, 2026, Core Laboratories Inc. issued a press release announcing a quarterly cash dividend of $0.01 per share of common stock for shareholders of record on February 16, 2026 and payable March 9, 2026.
+
+The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on February 4, 2026 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: February 4, 2026 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2026-02-27 (0001193125-26-093962).md

@@ -0,0 +1,88 @@
+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): February 27, 2026
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | Not Applicable  
+(State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)  
+|  |   
+6316 Windfern RoadHouston, TX |  | 77040  
+(Address of Principal Executive Offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
+
+Amended and Restated Bylaws
+
+On February 27, 2026, the Board of Directors of Core Laboratories Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the “First Amended and Restated Bylaws”), effective as of such date, with the only change being to lower the voting threshold set forth in Section 2.11 for approval of certain shareholder actions, including the approval of merger and change in control transactions, from a 66-2/3% supermajority vote to a 50% plus one simple majority vote.
+
+The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+3.1 [First Amended and Restated Bylaws](<clb-ex3_1.htm>)
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: March 5, 2026 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLB/ (CLB) - Form 8-K. 2026-03-23 (0001193125-26-119934).md

@@ -0,0 +1,88 @@
+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): March 23, 2026
+
+CORE LABORATORIES INC.
+
+(Exact name of registrant as specified in its charter)
+
+|  |   
+---|---|---  
+Delaware | 001-41695 | Not Applicable  
+(State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)  
+|  |   
+6316 Windfern RoadHouston, TX |  | 77040  
+(Address of Principal Executive Offices) |  | (Zip Code)  
+  
+Registrant’s Telephone Number, Including Area Code: (713) 328-2673
+
+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 (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))  
+  
+|  |  |  |   
+---|---|---|---|---  
+Title of each class |  | TradingSymbol(s) |  | Name of each exchange on which registered  
+Common Stock (par value $0.01) |  | CLB |  | New York Stock Exchange  
+  
+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 7.01 Regulation FD Disclosure.
+
+On March 23, 2026, Core Laboratories Inc. issued a press release announcing revisions to previously issued earnings guidance for the first quarter of 2026. The full text of the press release is set forth in Exhibit 99.1 attached hereto.
+
+The information in this Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.
+
+Item 9.01 Financial Statements and Exhibits.
+
+|  |   
+---|---|---  
+(d) |  | Exhibits  
+  
+99.1 [Press release issued on March 23, 2026 *](<clb-ex99_1.htm>)
+
+104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+
+* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
+
+* * *
+
+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 hereunto duly authorized.
+
+|  |  |  |  |  |   
+---|---|---|---|---|---|---  
+|  |  |  |  |  |   
+|  | Core Laboratories Inc.  
+|  |  |  |  |  |   
+Dated: March 23, 2026 |  | By |  | /s/ Christopher S. Hill |  |   
+|  |  |  | Christopher S. Hill |  |   
+|  |  |  | Chief Financial Officer |  |   
+  
+* * *

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-01-05 (0001723596-21-000002).md

@@ -0,0 +1,43 @@
+8-K 1 exhibit9911q2021-lewis.htm 8-K 
+
+  
+
+
+Columbia Bank Announces
+
+The Appointment of Oliver E. Lewis, Jr. to
+
+Executive Vice President, Head of Commercial Banking
+
+  
+
+
+FAIR LAWN, NJ – January 4, 2021 – Columbia Bank is pleased to announce that Oliver Lewis has been appointed to Executive Vice President, Head of Commercial Banking. In his new role, Mr. Lewis will be responsible for the Commercial Banking Division consisting of the Bank’s Commercial & Industrial, SBA, Middle Market, Commercial Real Estate and Construction lending activities, Treasury Management Sales and the Business Development Department. 
+
+  
+
+
+Mr. Lewis has served as Columbia Bank’s Senior Vice President, Commercial Banking Market Manager since May of 2019. In that role he was responsible for the Central and Southern New Jersey lending regions. Prior to joining Columbia, Mr. Lewis held several leadership roles within the financial services industry, including as a Market Executive at JP Morgan Chase and Treasury Services, Regional Sales Executive. 
+
+  
+
+
+"Oliver has been an exemplary leader throughout his time at Columbia Bank and is well-versed in many areas from lending to sales to treasury management services,” said Thomas J. Kemly, President and CEO of Columbia Bank. "With over 25 years of experience, he is well positioned to accelerate the growth of our Commercial Banking strategy.”
+
+  
+
+
+Mr. Lewis is an active member in his community and currently serves as a Board Member for the NJ Chamber of Commerce and as a member of the Flemington Presbyterian Church. He holds a MBA from Rutgers University. Prior to starting his banking career, Oliver served in the United States Air Force, where he attained the rank of Captain. He also holds a B.S. in Aviation Administration from Embry-Riddle Aeronautical University. He currently lives in Flemington, New Jersey with his wife and two sons.
+
+  
+
+
+About Columbia Bank
+
+  
+
+
+Headquartered in Fair Lawn, NJ Columbia Bank has an asset base of nearly $8.9 billion and operates 61 full-service offices throughout New Jersey. Columbia Bank offers a wide range of consumer and commercial products, including online and mobile banking, localized lending centers as well as title, investment and wealth management services. For more information about Columbia Bank’s full line of products and services, visit their website at ColumbiaBankOnline.com.
+
+  
+

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-01-27 (0001723596-21-000005).md

@@ -0,0 +1,178 @@
+  
+
+
+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): January 27, 2021
+
+  
+
+
+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 2.02 Results of Operations and Financial Condition
+
+  
+
+
+On January 27, 2021, Columbia Financial, Inc. (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31, 2020. The Company's press release is included as Exhibit 99.1 to this report. 
+
+  
+
+
+The information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. 
+
+  
+
+
+Item 8.01 Other Events
+
+  
+
+
+On January 27, 2021, the Company also announced that its annual meeting of stockholders will be held on May 20, 2021.
+
+  
+
+
+Item 9.01 Financial Statements and Exhibits
+
+(d) Exhibits
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit Number| | Description  
+[99.1](<exhibit9914q2020.htm>)| | Press release dated January 21, 2021  
+  
+  
+  
+  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+2
+
+* * *
+
+  
+
+
+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:| | January 27, 2021| | /s/Dennis E. Gibney  
+| | | | Dennis E. Gibney  
+| | | | Executive Vice President and Chief Financial Officer   
+| | | |   
+  
+  
+
+
+  
+
+
+3

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-02-01 (0001723596-21-000008).md

@@ -0,0 +1,181 @@
+  
+
+
+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): February 1, 2021
+
+  
+
+
+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 February 1, 2021, Columbia Financial, Inc. (the “Company”), the holding company for Columbia Bank, issued a press release announcing that the Company’s Board of Directors has authorized a new stock repurchase program to acquire up to 5,000,000 shares, or approximately 4.5%, of the Company's currently issued and outstanding common stock commencing on completion of the Company's existing stock repurchase program.
+
+  
+
+
+The stock repurchase program was adopted following the receipt of a notice of non-objection from the Federal Reserve Bank of Philadelphia.
+
+  
+
+
+The repurchase program permits shares to be repurchased in open market transactions or privately negotiated transactions, and pursuant to a trading plan that the Company intends to adopt in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to purchase any particular number of shares and may be extended, modified or discontinued at any time.
+
+  
+
+
+A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
+
+  
+
+
+  
+
+
+Item 9.01 Financial Statements and Exhibits
+
+(d) Exhibits
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit Number| | Description  
+[99.1](<exhibit9911q2021stockrepur.htm>)| | Press release dated February 1, 2021  
+  
+  
+  
+  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+2
+
+* * *
+
+  
+
+
+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:| | February 1, 2021| | /s/Dennis E. Gibney  
+| | | | Dennis E. Gibney  
+| | | | Executive Vice President and Chief Financial Officer   
+| | | |   
+  
+  
+
+
+  
+
+
+3

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-04-28 (0001723596-21-000015).md

@@ -0,0 +1,168 @@
+  
+
+
+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): April 28, 2021
+
+  
+
+
+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 2.02 Results of Operations and Financial Condition
+
+  
+
+
+On April 28, 2021, Columbia Financial, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2021. The Company's press release is included as Exhibit 99.1 to this report. 
+
+  
+
+
+The information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. 
+
+  
+
+
+Item 9.01 Financial Statements and Exhibits
+
+(d) Exhibits
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit Number| | Description  
+[99.1](<exhibit9911q202133121.htm>)| | Press release dated April 28, 2021  
+  
+  
+  
+  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+2
+
+* * *
+
+  
+
+
+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:| | April 28, 2021| | /s/Dennis E. Gibney  
+| | | | Dennis E. Gibney  
+| | | | Executive Vice President and Chief Financial Officer   
+| | | |   
+  
+  
+
+
+  
+
+
+3

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-05-20 (0001723596-21-000020).md

@@ -0,0 +1,163 @@
+  
+
+
+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): May 20, 2021 
+
+  
+
+
+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 7.01 Regulation FD Disclosure
+
+  
+
+
+On May 20, 2021, Thomas J. Kemly, President and Chief Executive Officer of Columbia Financial, Inc. (the "Company"), the holding company for Columbia Bank, will deliver a slide presentation at the Company's 2021 annual meeting of shareholders. The presentation materials include information regarding the Company's operating and growth strategies and financial performance. The presentation materials will also be posted to the Company's website on May 20, 2021. Pursuant to Regulation FD, the presentation materials are attached hereto as Exhibit 99.1.
+
+  
+
+
+Item 9.01 Financial Statements and Exhibits
+
+(d) Exhibits
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit Number| | Description  
+[99.1](<investorpresentation.htm>)| | Presentation materials  
+  
+  
+  
+  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+2
+
+* * *
+
+  
+
+
+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:| | May 20, 2021| | /s/Dennis E. Gibney  
+| | | | Dennis E. Gibney  
+| | | | Executive Vice President and Chief Financial Officer   
+| | | |   
+  
+  
+
+
+  
+
+
+3

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-05-24 (0001723596-21-000022).md

@@ -0,0 +1,220 @@
+  
+
+
+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): May 20, 2021 
+
+  
+
+
+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 5.07 Submission of Matters to a Vote of Security Holders
+
+  
+
+
+The annual meeting of shareholders of the Company was held on May 20, 2021. The final results of each of the matters submitted to a vote of stockholders at the annual meeting are as follows:
+
+  
+
+
+1.The following individuals were elected as directors, each for a three-year term by the following vote:
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+| | FOR| | WITHHELD  
+Noel R. Holland| | 90,501,093| | 5,872,775  
+Lucy Sorrentini| | 90,569,492| | 5,804,376  
+Robert Van Dyk| | 94,268,535| | 2,105,333  
+  
+  
+
+
+There were 4,185,917 broker non-votes on the proposal. 
+
+  
+
+
+  
+
+
+2.The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified by the shareholders by the following vote:
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+FOR| | AGAINST| | ABSTAIN  
+100,304,460| | 232,351| | 22,974  
+  
+  
+
+
+There were no broker non-votes on the proposal.
+
+  
+
+
+3.An advisory vote was taken on the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement, and the vote was as follows :
+
+  
+
+
+| | | | | | | | | | | | | |   
+---|---|---|---|---|---|---|---|---|---|---|---|---|---|---  
+FOR| | AGAINST| | ABSTAIN  
+95,428,020| | 719,694| | 226,154  
+  
+  
+
+
+There were 4,185,917 broker non-votes on the proposal.
+
+  
+
+
+  
+
+
+Item 9.01 Financial Statements and Exhibits
+
+(d) Exhibits
+
+| | | | | | | |   
+---|---|---|---|---|---|---|---|---  
+Exhibit Number| | Description  
+104| | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+  
+
+
+  
+
+
+2
+
+* * *
+
+  
+
+
+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:| | May 24, 2021| | /s/Dennis E. Gibney  
+| | | | Dennis E. Gibney  
+| | | | Executive Vice President and Chief Financial Officer   
+| | | |   
+  
+  
+
+
+  
+
+
+3

data/filings/CLBK/Columbia Financial, Inc. (CLBK) - Form 8-K. 2021-06-17 (0001104659-21-082670).md

@@ -0,0 +1,142 @@
+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): June 17, 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 1.01**| **Entry into a Material Definitive Agreement.**  
+---|---|---  
+  
+On June 17, 2021, Columbia Financial, Inc. (the “Company”), the parent company of Columbia Bank (the “Bank”), and Columbia Bank MHC, the Company’s mutual holding company parent (the “MHC” and, together with the Company and the Bank, the “Columbia Entities”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) Freehold MHC, Freehold Bancorp and Freehold Bank (collectively, the “Freehold Entities”), pursuant to which (i) Freehold MHC will merge with and into the MHC, with the MHC as the surviving entity and (ii) Freehold Bancorp will merge with and into the Company (or a wholly owned subsidiary of the Company to be formed after the date of the Merger Agreement), with the Company (or such wholly owned subsidiary of the Company) as the surviving entity. In addition, Freehold Bank will convert to a federal savings bank and will operate as a wholly owned subsidiary of the Company for at least two years following the effective time of the holding company mergers, or no later than December 31, 2023. After such time, Freehold Bank shall be merged with and into the Bank, with the Bank as the surviving institution (the “Bank Merger”), unless the Columbia Parties and the Freehold Parties mutually agree to complete the Bank Merger earlier in accordance with the terms of the Merger Agreement.
+
+Under the terms of the Merger Agreement, depositors of Freehold Bank will become depositors of the Bank and will have the same rights and privileges in the MHC as if their accounts had been established at the Bank on the date established at Freehold Bank. As part of the transactions contemplated by the Merger Agreement, at the effective time of the Merger, the Company will issue additional shares of its common stock to the MHC in an amount equal to the fair value of the Freehold Entities as determined by an independent appraiser.
+
+The Merger Agreement has been unanimously approved by the Boards of Directors of each of the Columbia Entities and the Freehold Entities. Subject to the receipt of all required regulatory and other approvals, and the satisfaction or waiver of other customary closing conditions, the parties anticipate that the transactions contemplated by the Merger Agreement will close in the fourth quarter of 2021. 
+
+Pursuant to the terms of the Merger Agreement, following the completion of the Bank Merger, Columbia Bank will appoint one director of Freehold Bank to serve on its Board of Directors.
+
+The Merger Agreement contains customary representations and warranties from the Columbia Entities and the Freehold Entities, each with respect to its and its subsidiaries’ businesses. Each party has also agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. Under the Merger Agreement, the Freehold Entities have agreed that, subject to certain exceptions, they will not, and will cause their subsidiaries and their representatives not to, solicit, initiate, encourage or take any action to facilitate (including by providing non-public information) any inquiries or proposals with respect to any third party acquisition proposals. The Merger Agreement provides certain termination rights for each of the Columbia Entities and the Freehold Entities, and further provides that if the Merger Agreement is terminated under certain circumstances, the Freehold Entities will be obligated to pay the Columbia Entities a termination fee equal to $1.5 million.
+
+As described above, the consummation of the Merger is subject to customary closing conditions, including, but not limited to, (i) receipt of all required regulatory and other approvals, and (ii) the absence of any law or order prohibiting the closing. In addition, each party’s obligation to consummate the Merger is subject to certain other customary conditions, including (i) the accuracy of the representations and warranties of the other party subject to certain materiality standards and (ii) compliance in all material respects by the other party with its covenants.
+
+The Merger Agreement includes customary representations, warranties and covenants of the Columbia Entities and the Freehold Entities made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business or financial information about the Columbia Entities or the Freehold Entities. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, may have been used for purposes of allocating risk between the Columbia Entities and the Freehold Entities rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement.
+
+The foregoing description of the Merger Agreement is included to provide information regarding its terms and does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
+
+| **Item 7.01**| **Regulation FD Disclosure.**  
+---|---|---  
+  
+****
+
+On June 17, 2021, Columbia released a presentation to investors regarding the Merger. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
+
+The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
+
+****
+
+| **Item 8.01**| **Other Events.**  
+---|---|---  
+  
+****
+
+On June 17, 2021, the Columbia Entities and the Freehold Entities issued a joint press release announcing that the Columbia Entities and the Freehold Entities have entered into the Merger Agreement. The joint press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
+
+****
+
+| **Item 9.01**| **Financial Statements and Other Exhibits.**  
+---|---|---  
+  
+****
+
+(d) Exhibits
+
+| Number |  | Description  
+---|---|---|---  
+|  |  |   
+| [2.1](<tm2120065d1_ex2-1.htm>) |  | [Agreement and Plan of Merger, dated as of June 17, 2021, by and among Columbia Bank MHC, Columbia Financial, Inc. and Columbia Bank and Freehold MHC, Freehold Bancorp and Freehold Bank*](<tm2120065d1_ex2-1.htm>)  
+|  |  |   
+| [99.1](<tm2120065d1_ex99-1.htm>) |  | [Investor Presentation dated June 17, 2021](<tm2120065d1_ex99-1.htm>)  
+|  |  |   
+| [99.2](<tm2120065d1_ex99-2.htm>) |  | [Joint Press Release dated June 17, 2021](<tm2120065d1_ex99-2.htm>)  
+|  |  |   
+| 104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)  
+  
+| *| Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments to the Securities and Exchange Commission upon request.  
+---|---|---  
+  
+**__**
+
+**_Forward-Looking Statements_**
+
+**__**
+
+Certain statements herein constitute forward-looking statements within the meaning of 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," "project," "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 Columbia’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. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (i) the businesses of the Columbia Entities and the Freehold Entities may not be combined successfully, or such combination may take longer than expected; (ii) the cost savings from the Merger may not be fully realized or may take longer than expected to be realized; (iii) operating costs, customer loss and business disruption following the Merger may be greater than expected; (iv) governmental and other approvals of the Merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the Merger or otherwise; (v) the interest rate environment may further compress margins and adversely affect new interest income; (vi) the risks associated with continued diversification of assets and adverse changes to credit quality; (vii) changes in legislation, regulations and policies that may prohibit, restrict or delay the Merger and (viii) the effect of the COVID-19 pandemic, including on the credit quality and business operations of the Columbia Entities and Freehold Entities, as well as its impact on general economic and financial market conditions. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to the Columbia Entities and the Freehold Entities or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, the Columbia Entities and the Freehold Entities do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
+
+**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: June 17, 2021 | By:  | /s/ Dennis E. Gibney  
+|  | Dennis E. Gibney  
+|  | Executive Vice President and Chief Financial Officer