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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): June 18, 2025

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On June 18, 2025, Kearny Bank, the wholly owned subsidiary of Kearny Financial Corp. (the “Company”), and Craig L. Montanaro, President and Chief Executive Officer of the Company and Kearny Bank (the “Executive”), entered into an amendment (the “Amendment”) to the Kearny Bank Supplemental Executive Retirement Plan (the “SERP”) to provide that benefits will cease to be frozen and benefits may increase on and after July 1, 2025.  The Executive is the sole participant in the SERP.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01
Financial Statements and Exhibits

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

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No. Description


 10.1

104
Cover Page Interactive Data File (embedded within 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: June 18, 2025
By:  
  /s/ Craig L. Montanaro
   
Craig L. Montanaro
   
President and Chief Executive Officer

EX-10.1 2 ex10-1_8k061825.htm AMENDMENT TO KEARNY BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EXHIBIT 10.1


AMENDMENT TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This Amendment (the “Amendment”) is made to the Kearny Bank (the “Bank”) Supplemental Executive Retirement Plan (the “Plan”), dated as of July 1, 2021, by and between the Bank and Craig L. Montanaro (the “Executive”), effective as of July 1, 2025.

WHEREAS, the Executive is the sole participant in the Plan; and

WHEREAS, the Plan was previously amended to add Article XI, which provides that no additional benefits will accrue on the Executive’s behalf after December 31, 2022; and

WHEREAS, the Bank and the Executive desire to amend the Plan to delete Article XI, so that the Executive will accrue benefits under the Plan effective as of July 1, 2025; and

WHEREAS, Section 9.1 of the Plan permits the Plan to be amended by a written agreement signed by the Bank and Executive.

NOW, THEREFORE, notwithstanding anything in the Plan to the contrary, the Plan is hereby amended as follows:

1. Deletion of Article XI of the Plan.  Effective as of July 1, 2025, Article XI, titled “Frozen Benefit,” is hereby deleted in its entirety.  As a result, the Plan is no longer frozen and the Executive’s Normal Retirement Benefit, Early Termination Benefit and Change in Control Benefit, and other benefits under the Plan, may increase pursuant to the terms and conditions of the Plan.

2. Capitalized Terms.  Capitalized terms herein shall have the meanings ascribed to them in the Plan, as applicable, except as otherwise expressly provided in this Amendment.

3. Effect of Amendment.  Except and to the extent modified by this Amendment, the provisions of the Plan shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment.



IN WITNESS WHEREOF, this Amendment has been adopted by the Bank and the Executive as of the day and year first written above.

EXECUTIVE



By: /s/ Craig L. Montanaro

KEARNY BANK



By:  /s/ John J. Mazur, Jr.
Name: John J. Mazur, Jr.
Title: Chairman of the Board of Directors