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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): October 30, 2023

KEARNY FINANCIAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-37399		30-0870244
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

120 Passaic Avenue, Fairfield, New Jersey		07004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 244-4500

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		KRNY		The NASDAQ Stock Market LLC

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

Emerging growth company ☐

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

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Effective November 21, 2023, Kearny Financial Corp. (the “Company”) is changing the recordkeeper of the Kearny Bank Employees’ Savings Plan (the “401(k) Plan”) from Pentegra Services, Inc. to Empower. As a result of the change of recordkeeper, there will be a blackout period imposed on participants under the 401(k) Plan. During the blackout period, all participants under the 401(k) Plan will be prevented from engaging in certain account transactions such as directing or diversifying investments in individuals accounts, obtaining a loan, making a withdrawal or obtaining a distribution from the 401(k) Plan. In addition, participants will be temporarily unable to engage in transactions in the Company’s common stock fund. The blackout period will begin after 4:00 p.m. Eastern time on November 15, 2023, and is expected to end the week of December 18, 2023.

On October 30, 2023, the Company sent a notice to its directors and executive officers informing them of the blackout period, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated by reference herein.

During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by submitting a request to: Kearny Financial Corp., 120 Passaic Avenue, Fairfield, New Jersey, 07004, Attn: Secretary, Telephone: (973) 244-4500.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1	Blackout Notice Concerning Limitations on Trading in Kearny Financial Corp. to Executive Officers and Directors of Kearny Financial Corp.

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.

		KEARNY FINANCIAL CORP.
DATE: October 30, 2023	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer

EX-99.1 2 ex99-1_8k103023.htm BLACKOUT NOTICE CONCERNING LIMITATIONS ON TRADING IN KEARNY FINANCIAL CORP. TO EXECUTIVE OFFICERS AND DIRECTORS OF KEARNY FINANCIAL CORP.

EXHIBIT 99.1

Black-Out Notice Concerning Limitations on

Trading in Kearny Financial Corp. Equity Securities

To:	Executive Officers and Directors of Kearny Financial Corp. (the “Company”)
From:	Keith Suchodolski, EVP and CFO
Date:	October 30, 2023

As you may know, a “blackout period” will be imposed on trading in Kearny Financial Corp. (the “Company”) common stock due to the transition of the Kearny Bank Employees’ Savings Plan (the “401(k) Plan”) from Pentegra to Empower, which is expected to begin on November 15, 2023. This blackout period, described in more detail below, is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan from Pentegra to Empower. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving Company equity securities (including exercising stock options and selling shares of Company stock that were acquired under a restricted stock grant or by exercising stock options) during this blackout period.

During the blackout period, participants in the 401(k) Plan will be temporarily unable to: (i) check their account balances; (ii) transfer or diversify investments (including investments held within a self-directed brokerage account, if applicable) in a participant’s 401(k) Plan; or (iii) obtain a withdrawal or distribution.

The blackout period is expected to begin at 4:00 p.m. on November 15, 2023, and be completed during the week of December 18, 2023, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company. We will notify you of any changes that affect the dates of the blackout period. In addition, during the blackout period and for a period of two years after the end date thereof, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by contacting Keith Suchodolski, EVP and CFO, in writing, at Kearny Bank, 120 Passaic Avenue, Fairfield, New Jersey 07004 or at ksuchodolski@kearnybank.com.

Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest.

The prohibition covers securities acquired “in connection with service as a director or executive officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the Company, and director qualifying shares.

Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).

6.	The following are examples of transactions that you may not engage in during the blackout period:

•	Exercising stock options granted to you in connection with your service as a director or executive officer;

•	Selling Company stock that you acquired by exercising options; or

•	Selling Company stock that you originally received as a restricted stock grant.

7.	There are certain exemptions, including:

•	Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout); and

•	Bona fide gifts, bequests and transfers pursuant to domestic relations orders.

8.	If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.

We therefore request that you contact Keith Suchodolski at ksuchodolski@kearnybank.com before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.