8-K

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 18, 2015

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 (see General Instruction 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))

Item 8.01                      Other Events.

On May 18, 2015, Kearny Financial Corp., a Maryland corporation (“New Kearny”), announced that it had completed its second-step conversion and related public offering.  The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the Nasdaq Global Select Market on May 19, 2015 under the trading symbol “KRNY.”

Concurrent with the completion of the offering, shares of common stock of Kearny Financial Corp., a federal corporation (“Kearny-Federal”) owned by the public stockholders have been converted into the right to receive 1.3804 shares of New Kearny’s common stock for each share of Kearny-Federal’s common stock they owned immediately prior to completion of the transaction.  Cash in lieu of fractional shares will be paid based on the offering price of $10.00 per share.

As a result of the offering and the exchange of shares, New Kearny has 93,529,444 shares outstanding, subject to adjustment for fractional shares.

   A press release announcing the closing of the reorganization and stock offering is attached as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated May 18, 2015

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: May 19, 2015	By:	/s/ Craig L. Montanaro
		Craig L. Montanaro
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

KEARNY FINANCIAL CORP. ANNOUNCES COMPLETION OF STOCK OFFERING AND RELATED CONVERSION

Fairfield, New Jersey, May 18, 2015 – Kearny Financial Corp., a Maryland corporation (the “Company”) (Nasdaq: KRNY), announced today that it has completed its stock offering and the related conversion from the mutual holding company to the stock holding company form of organization.  As a result of the closing of the conversion and stock offering, the Company is now the holding company for Kearny Bank.  Kearny Financial Corp. (“Kearny-Federal”) and Kearny MHC, the Bank’s former mutual holding company, have ceased to exist.  The results of the stock offering were previously reported in Kearny-Federal’s press release dated May 14, 2015.

Beginning on Tuesday, May 19, 2015, the shares of Company common stock are expected to trade on the Nasdaq Global Select Market under the trading symbol KRNY.

Book entry statements reflecting shares purchased in the offering are expected to be mailed to subscribers promptly following the closing.

As a result of the conversion, each existing share of Kearny-Federal common stock has been converted into the right to receive 1.3804 shares of Company common stock.  Stockholders of Kearny-Federal holding shares in street name will automatically receive shares of Company common stock within their accounts.  Stockholders of Kearny-Federal holding shares in certificated form will receive book entry statements for their shares of Company common stock through the Company’s Direct Registration System, after returning their stock certificates with a properly completed letter of transmittal to the Company’s transfer agent.  Letters of transmittal will be promptly sent out to stockholders by the Company’s transfer agent.  Cash will be paid in lieu of any fractional shares based on the sale price in the offering of $10.00 per share.  Approximately 93,529,444 shares of Company common stock will be outstanding after the completion of the offering and the exchange, before taking into account adjustments for fractional shares.

Sandler O’Neill & Partners, L.P. acted as marketing agent for the Company in connection with the offering.  Luse Gorman, PC acted as legal counsel to the Company in connection with the conversion and offering.

About Kearny Financial Corp.

Kearny Financial Corp. is the parent company of Kearny Bank.  Kearny Bank operates from its administrative headquarters in Fairfield, New Jersey, and a total of 42 retail branch offices located throughout northern and central New Jersey and Brooklyn and Staten Island, New York. At March 31, 2015, Kearny Financial Corp. had approximately $3.71 billion in total assets.

Forward-Looking Statements

Certain statements contained herein are “forward looking statements” within the meaning of the federal securities laws.  Statements made herein that are not strictly historical are forward-looking; they are based on current expectations and speak only as of the date made.  Actual results may differ materially.  Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms.  Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to:  adverse changes in the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in Kearny-Federal’s filings with the Securities and Exchange Commission.  Kearny-Federal and the Company undertake no obligation and specifically decline to release revisions to these forward-looking statements to reflect events or circumstances that take place after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission.  This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.

The shares of Company common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation, the Depositors Insurance Fund or any other government agency.

Contact:

Craig L. Montanaro

President and Chief Executive Officer

Kearny Financial Corp.

(973) 244-4500