Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Regulatory Capital

The Company and its subsidiary banks (Columbia Bank and Freehold Bank) are subject to various regulatory capital requirements administered by the federal banking regulators, including a risk-based capital measure. The Federal Reserve establishes capital requirements, including well capitalized standards, for the consolidated financial holding company, and the Office of the Comptroller of the Currency (the "OCC") has similar requirements for the Company's subsidiary banks. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's Consolidated Statements of Financial Condition.

Federal regulators require federally insured depository institutions to meet several minimum capital standards: (1) total capital to risk-weighted assets of 8.0%; (2) tier 1 capital to risk-weighted assets of 6.0%; (3) common equity tier 1 capital to risk-weighted assets of 4.5%; and (4) tier 1 capital to adjusted total assets of 4.0%. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The regulators established a framework for the classification of savings institutions into five categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. Generally, an institution is considered well capitalized if it has: a total capital to risk-weighted assets ratio of at least 10.0%, a tier 1 capital to risk-weighted assets ratio of at least 8.0%, a common tier 1 capital to risk-weighted assets ratio of at least 6.5%, and a tier 1 capital to adjusted total assets ratio of at least 5.0%. As of December 31, 2022 and 2021, each of the Company and the banks exceeded all capital adequacy requirements to which it is subject.

Based upon most recent notification from federal banking regulators, the banks were categorized as well capitalized under the regulatory framework for prompt corrective action. There are no conditions existing or events which have occurred since notification that management believes have changed the Bank's category.

The following tables present the Company's, Columbia Bank's and Freehold Bank's actual capital amounts and ratios at December 31, 2022 and 2021 compared to the Federal Reserve Bank minimum capital adequacy requirements and the Federal Reserve Bank requirements for classification as a well-capitalized institution:

(13) Stockholders' Equity (continued)

Regulatory Capital (continued)


	Actual				Minimum Capital Adequacy Requirements				Minimum Capital Adequacy Requirements With Capital Conservation Buffer				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Company	(In thousands, except ratio data)
At December 31, 2022:
Total capital (to risk-weighted assets)	$	1,145,331	15.39	%	$	595,313	8.00	%	$	781,348	10.50	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	1,085,665		14.59		446,484		6.00		632,520		8.50		N/A		N/A
Common equity tier 1 capital (to risk-weighted assets)	1,078,448		14.49		334,863		4.50		520,899		7.00		N/A		N/A
Tier 1 capital (to adjusted total assets)	1,085,665		10.68		406,643		4.00		406,643		4.00		N/A		N/A

At December 31, 2021:
Total capital (to risk-weighted assets)	$	1,104,863	17.13	%	$	515,924	8.00	%	$	677,151	10.50	%	N/A		N/A
Tier 1 capital (to risk-weighted assets)	1,041,650		16.15		386,943		6.00		548,170		8.50		N/A		N/A
Common equity tier 1 capital (to risk-weighted assets)	1,034,433		16.04		290,207		4.50		451,434		7.00		N/A		N/A
Tier 1 capital (to adjusted total assets)	1,041,650		11.23		370,909		4.00		370,909		4.00		N/A		N/A

Columbia Bank
At December 31, 2022:
Total capital (to risk-weighted assets)	$	1,019,850	14.12	%	$	577,656	8.00	%	$	758,173	10.50	%	$	722,070	10.00	%
Tier 1 capital (to risk-weighted assets)	961,613		13.32		433,242		6.00		613,759		8.50		577,656		8.00
Common equity tier 1 capital (to risk-weighted assets)	961,613		13.32		324,931		4.50		505,449		7.00		469,345		6.50
Tier 1 capital (to adjusted total assets)	961,613		9.74		394,968		4.00		394,968		4.00		493,711		5.00

At December 31, 2021:
Total capital (to risk-weighted assets)	$	962,137	15.39	%	$	500,127	8.00	%	$	656,417	10.50	%	$	625,159	10.00	%
Tier 1 capital (to risk-weighted assets)	898,935		14.38		375,095		6.00		531,385		8.50		500,127		8.00
Common equity tier 1 capital (to risk-weighted assets)	898,935		14.38		281,322		4.50		437,611		7.00		406,353		6.50
Tier 1 capital (to adjusted total assets)	898,935		9.80		366,961		4.00		366,961		4.00		458,701		5.00

(13) Stockholders' Equity (continued)

Regulatory Capital (continued)


	Actual				Minimum Capital Adequacy Requirements				Minimum Capital Adequacy Requirements With Capital Conservation Buffer				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Freehold Bank	(In thousands, except ratio data)
At December 31, 2022:
Total capital (to risk-weighted assets)	$	44,725	22.92	%	$	15,609	8.00	%	$	20,486	10.50	%	$	19,511	10.00	%
Tier 1 capital (to risk-weighted assets)	43,298		22.19		11,706		6.00		16,584		8.50		15,609		8.00
Common equity tier 1 capital (to risk-weighted assets)	43,298		22.19		8,780		4.50		13,657		7.00		12,682		6.50
Tier 1 capital (to adjusted total assets)	43,298		15.19		11,399		4.00		11,399		4.00		14,249		5.00

At December 31, 2021:
Total capital (to risk-weighted assets)	$	41,549	22.87	%	$	14,534	8.00	%	$	19,076	10.50	%	$	18,168	10.00	%
Tier 1 capital (to risk-weighted assets)	41,537		22.86		10,901		6.00		15,443		8.50		14,534		8.00
Common equity tier 1 capital (to risk-weighted assets)	41,537		22.86		8,176		4.50		12,717		7.00		11,809		6.50
Tier 1 capital (to adjusted total assets)	41,537		13.71		12,118		4.00		12,118		4.00		15,147		5.00

Stock Repurchase Program

On September 10, 2020, the Company announced that its Board of Directors authorized the Company's second stock repurchase program for the purchase of up to 5,000,000 shares, or approximately 4.3%, of the Company's then issued and outstanding common stock, commencing on September 15, 2020. On February 5, 2021, the Company completed the repurchases under the second stock repurchase program.

On February 1, 2021, the Company announced that its Board of Directors authorized the Company's third stock repurchase program to acquire up to 5,000,000 shares, or approximately 4.5%, of the Company's then issued and outstanding common stock, commencing upon the completion of the Company's second stock repurchase program. On December 21, 2021, the Company completed the repurchases under the third stock repurchase program.

On December 6, 2021, the Company announced that its Board of Directors authorized the Company's fourth stock repurchase program to acquire up to 5,000,000 shares, or approximately 4.6%, of the Company's then issued and outstanding common stock, commencing upon the completion of the Company's third stock repurchase program. As of December 31, 2022, there were 349,534 shares remaining to be repurchased under this program.

On December 14, 2022 the Company announced that its Board of Directors authorized the Company's fifth stock repurchase program to acquire up to 3,000,000 shares, or approximately 2.7%, of the Company's then issued and outstanding common stock, commencing upon the completion of the Company’s fourth stock repurchase program. As of December 31, 2022, no shares have been purchased under this program.

During the years ended December 31, 2022, 2021, and 2020 the Company repurchased 4,464,405 shares at a cost of approximately $94.0 million, or $21.05 per share, and 6,055,119 shares at a cost of approximately $107.8 million, or $17.80 per share, and 7,587,142 shares at a cost of approximately $108.2 million, or $14.26 respectively, under these programs. Repurchased shares are held as treasury stock and are available for general corporate purposes.

- Definition

The entire disclosure for regulatory capital requirement for depository and lending institutions. Institutions include, but not are not limited to, finance company, insured depository institution, bank holding company, savings and loan association holding company, bank and savings institution not federally insured, mortgage company, foreign financial institution and credit union.

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