11-K 1 krny-20221231x401k11xk.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-37399
 
A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:
Kearny Bank Employees’ Savings Plan
B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Kearny Financial Corp.
120 Passaic Avenue
Fairfield, New Jersey 07004



KEARNY BANK
EMPLOYEES’ SAVINGS PLAN
TABLE OF CONTENTS
December 31, 2022 and 2021















Report of Independent Registered Public Accounting Firm


To the Plan Administrator and Plan Participants of
Kearny Bank Employees’ Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Kearny Bank Employees’ Savings Plan (the Plan) as of December 31, 2022 and 2021, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Baker Tilly US, LLP

We have served as the Plan’s auditor since 2017.
Pittsburgh, Pennsylvania
June 23, 2023
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KEARNY BANK
EMPLOYEES’ SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
20222021
Assets
Cash and equivalents$130,733 $23,638 
Investments, at fair value:
Employer common stock 10,778,478 13,684,799 
Investment in mutual funds35,277,368 41,563,283 
Interest in collective trust5,340,628 5,806,114 
Total investments51,396,474 61,054,196 
 Notes receivable from participants1,114,526 1,089,503 
 Due from broker for sale of investments2,944 — 
Total assets52,644,677 62,167,337 
Liabilities
Due to broker for purchase of investments122,141 22,643 
Total liabilities122,141 22,643 
Net assets available for benefits$52,522,536 $62,144,694 

See accompanying notes to financial statements.

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KEARNY BANK
EMPLOYEES’ SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31,
20222021
Investment (loss) income:
Interest and dividends$1,248,288 $2,472,530 
Net (depreciation) appreciation in fair value of investments (12,173,963)7,519,013 
Total investment (loss) income (10,925,675)9,991,543 
Interest income on notes receivable from participants47,893 55,329 
Contributions and transfers:
Participants 3,518,051 3,290,634 
Employer1,446,772 1,369,828 
Rollover271,602 489,305 
Transfers from Employee Stock Ownership Plan174,781 224,911 
Total contributions and transfers5,411,206 5,374,678 
Deductions:
Benefits paid to participants3,944,009 2,509,750 
Administrative expenses 211,573 201,049 
Total deductions4,155,582 2,710,799 
Net (decrease) increase(9,622,158)12,710,751 
Net assets available for benefits
Beginning of year62,144,694 49,433,943 
End of year$52,522,536 $62,144,694 

See accompanying notes to financial statements.
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Kearny Bank Employees’ Savings Plan
Notes to Financial Statements
December 31, 2022 and 2021
Note 1 – Description of the Plan
The following brief description of the provisions of the Kearny Bank Employees’ Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Agreement for more complete information.
Participation:
The Plan is a voluntary defined contribution plan which covers all eligible employees who have elected to participate. All employees are eligible to participate in the Plan after performance of 250 hours of service in a consecutive three-month period and attainment of the age of 21. The participant becomes eligible the first day following the eligibility month. New Plan participants who have not made a prior election waiving their right to participation or adjusting their deferral percentage are automatically enrolled in the Plan upon their date of eligibility at a deferral rate of 6%. Contributions are allocated into a default fund unless otherwise elected by the participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Contributions:
Kearny Bank (“Employer Company”) has voluntarily agreed to make a matching contribution based upon the following matching schedule: 100% match on the first 1% participant deferral plus 50% on the next 5% participant deferral, for a maximum Employer Company match of 3.5%. A participant may also elect to contribute voluntarily up to 75% of his or her salary, subject to applicable limits established in the Internal Revenue Code (“Code”), which will not be matched by the Employer Company beyond the extent noted above. Compensation is defined as base salary plus overtime and commissions.
A participant may make “catch-up” contributions, up to the maximum amount allowed by the Code, if the maximum annual amount of regular contributions is made and the participant is age 50 or older. The maximum allowable catch-up contribution for the years ended December 31, 2022 and 2021 was $6,500. The maximum allowable catch-up contribution will increase to $7,500 for the year ended December 31, 2023.
Participant Accounts:
Each participant’s account is credited with the participant’s and Employer Company’s contributions, an allocation of the Plan’s earnings (including appreciation or depreciation of Plan assets) and charges for administrative expenses paid by the Plan. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account. Loan and disbursement processing fees are charged to the respective participant accounts. Other administrative expenses are allocated based on transactions made.
Vesting:
Participants are 100% vested immediately in both the participant and Employer Company contributions, including rollover contributions, and actual earnings thereon.
Retirement:
Upon termination of employment, a participant may leave his or her account with the Plan and generally defer commencement of receipt of his or her vested balance until April 1 of the calendar year following the calendar year in which he or she attains age 72 (or age 73 if a participant attains age 72 after December 31, 2022), except to the extent that the vested account balance as of the date of termination is less than $1,000, in which case the participant’s interest in the Plan will be cashed out. In addition, the Plan allows for hardship distributions if certain criteria are met. Terminated participants may continue to change investment instructions with respect to their remaining account balance. Participants may also receive distributions in the form of Kearny Financial Corp. (“KFC”) common stock. Normal retirement age is 65.
Disability:
If a participant is disabled in accordance with the definition of disability under the Plan, he or she will be entitled to the same withdrawal rights as if terminating employment.
Pre-Retirement Death:
Upon death, the value of a participant’s account will be payable to his or her beneficiary. This payment will be made in the form of a lump sum.
Notes Receivable from Participants:
In accordance with the Plan, the minimum amount a participant can borrow is $1,000. The maximum amount a participant can borrow is the lesser of (i) $50,000 or (ii) one-half (1/2) of the vested balance of the participant’s account. Interest rates charged on participant loans range between 4.25% and 8.00% as of December 31, 2022, which are commensurate with the Prime Rate plus 1%, fixed for the term of the loan. Principal and interest are paid ratably through payroll deductions. Loan terms range from one to five years or greater for the purchase of a primary residence. The Plan limits the number of participant loans outstanding to an individual participant at a given time to two loans.
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Kearny Bank Employees’ Savings Plan
Notes to Financial Statements
December 31, 2022 and 2021
Note 2 – Summary of Significant Accounting Policies
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:
Basis of Accounting:
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Valuation of Investments and Income Recognition:
The Plan’s investments are stated at fair value. See Note 3 for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes gains and losses on investments bought and sold as well as held during the year.
Investment Fees:
Net investment returns reflect certain fees paid by the investment funds to their affiliated investment advisors, transfer agents, and others as further described in each fund prospectus or other published documents. These fees are deducted prior to allocation of the Plan's investment earnings activity and thus are not separately identifiable as an expense.
Cash and Cash Equivalents:
The Plan considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. No collateral or security is provided on these accounts, other than those amounts insured by the Federal Deposit Insurance Corporation. Plan management believes the Plan is not subject to any significant credit risk on these accounts.
Notes Receivable from Participants:
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2022 and 2021.
Payments of Benefits:
Benefit payments are recorded when paid.
Administrative Costs:
Significant administrative costs of the Plan, other than administrative and loan fees, have been absorbed by the Employer Company. Such costs are primarily related to professional fees, such as audit or legal, and the use of Employer Company personnel to administer and account for the Plan. Such expenses are not included in these financial statements.
Estimates:
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Plan transfers:
Plan transfers represent distributions from a separate qualified plan sponsored by the Employer Company, as a means to diversify investment holdings from the Kearny Bank Employee Stock Ownership Plan.
Reclassifications:
Certain reclassifications have been made in the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on net assets available for benefits or the change in net assets available for benefits.
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Kearny Bank Employees’ Savings Plan
Notes to Financial Statements
December 31, 2022 and 2021
Note 3 – Fair Value Measurement
The Plan measures its investments at fair value on a recurring basis in accordance with U.S. GAAP Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).
Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
The three levels of the fair value hierarchy under ASC Topic 820 are described below:

Level 1:    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2:    Inputs to the valuation methodology include significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in inactive markets for identical or similar assets or liabilities, and other observable inputs. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3:    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
Employer Company Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds: Valued at the unadjusted quoted market prices, which represent a daily Net Asset Value (“NAV”) of shares held by the Plan at year end. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Collective trust: Valued by the trustee using the NAV of the collective trust times the number of units held by the Plan. The NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying assets held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. There are no unfunded commitments related to its investments, or significant restrictions on redemptions. The Plan may redeem its investment on a daily and immediate basis.
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Kearny Bank Employees’ Savings Plan
Notes to Financial Statements
December 31, 2022 and 2021
Note 3 – Fair Value Measurement (continued)
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan’s management believes the valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain investments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used as of December 31, 2022 and 2021.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31:

Assets at Fair Value as of December 31, 2022
Level 1Level 2Level 3Total
Common stock$10,778,478 $— $— $10,778,478 
Mutual funds35,277,368 — — 35,277,368 
Total investments at fair value$46,055,846 $— $— $46,055,846 
Collective trust measured at net asset value*$— $— $— $5,340,628 
Total fair value investments$46,055,846 $— $— $51,396,474 
Assets at Fair Value as of December 31, 2021
Level 1Level 2Level 3Total
Common stock$13,684,799 $— $— $13,684,799 
Mutual funds41,563,283 — — 41,563,283 
Total investments at fair value$55,248,082 $— $— $55,248,082 
Collective trust measured at net asset value*$— $— $— $5,806,114 
Total fair value investments$55,248,082 $— $— $61,054,196 

*Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The NAV amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
Investments Measured Using NAV per Share Practical Expedient:
The following table summarizes investments for which fair value is measured using NAV per share practical expedient as of December 31, 2022 and 2021, respectively. There are no participant redemption restrictions for this investment; the redemption notice period is applicable only to the Plan.

Investment
Fair Value December 31, 2022
Fair Value December 31, 2021
Unfunded CommitmentsRedemption Frequency (if currently eligible)Redemption Notice Period
Reliance Trust Stable Value Fund – Series 25053 – Class 0$5,340,628 $5,806,114 N/ADailyNone

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Kearny Bank Employees’ Savings Plan
Notes to Financial Statements
December 31, 2022 and 2021
Note 4 – Related Party Transactions and Exempt Party-in-Interest Transactions
The Plan holds 1,061,919 and 1,032,815 shares of KFC common stock at December 31, 2022 and 2021, respectively. The fair market value and cost of the shares held by the Plan at December 31, 2022 was $10,778,478 and $11,022,515, respectively. The fair market value and cost of the shares held by the Plan at December 31, 2021 was $13,684,799 and $10,594,323, respectively. As of December 31, 2022 and 2021, approximately 21% and 22%, respectively, of the Plan’s net assets were invested in KFC common stock. During 2022, the Plan purchased 122,865 shares of stock at an aggregate cost of $1,397,818 and sold 93,761 shares of stock for total proceeds of $1,128,245. During 2021, the Plan purchased 93,443 shares of stock at an aggregate cost of $1,170,948 and sold 65,794 shares of stock for total proceeds of $814,582. The Plan received $454,070 and $408,488 in dividends on Employer Company common stock during 2022 and 2021, respectively. The Employer Company pays for fees for accounting and other administrative services. Additionally, certain employees and officers of the Employer Company, who are also participants in the Plan, perform administrative services for the Plan at no cost. Participants pay for administrative fees and loan fees to Reliance Trust Company and Pentegra Retirement Services. The Vanguard Group may invest in the common stock of KFC via their mutual funds. Notes receivable from participants held by the Plan also reflect party-in-interest transactions, which are secured by participant’s account balances.
Note 5 – Plan Termination
Although it has not expressed any intent to do so, the Employer Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Disbursements to participants would be made in accordance with the Plan Agreement and applicable ERISA regulations.
Note 6 – Income Tax Status
The Plan has adopted a prototype non-standardized 401(k) profit sharing plan prepared by Pentegra Retirement Services, Inc. The prototype plan obtained its latest opinion letter dated June 30, 2020, in which the Internal Revenue Service (“IRS”) stated that the prototype plan, as then designed, complied with the applicable requirements of the Code. The Plan’s administrator and the Plan’s legal advisors believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan is qualified and the related trust is tax-exempt.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability, or asset, if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability, or asset, or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2019.
Note 7 – Risks and Uncertainties
The Plan holds investments in KFC common stock, mutual fund shares and a collective trust whose values are exposed to various risks, such as interest rate, market and credit. Market risks include global events which could impact the value of investment securities, such as a pandemic or international conflict. Due to the level of risk associated with certain investments and the level of uncertainties related to changes in the value of investments, it is at least reasonably possible that changes in risk in the near term would materially affect investment assets reported in participant account balances and in the statements of net assets available for benefits.
As of December 31, 2022 and 2021, the Plan had investments of $22.0 million and $28.5 million, respectively, which were concentrated in three investments.
Note 8 – Subsequent Events
Subsequent to December 31, 2022, the Plan’s management has evaluated subsequent events and has concluded that all events that would require recognition or disclosure are appropriately reflected in these financial statements.
The Secure 2.0 Act of 2022 was signed into law on December 29, 2022. This legislation includes a vast array of provisional changes to retirement plans, becoming effective in 2023 and beyond. Plan management is evaluating the impact of the adoption and implementation of this legislation on the Plan.
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KEARNY BANK
EMPLOYEES’ SAVINGS PLAN
EIN: 22-1032860
PN: 003
SCHEDULE H, LINE 4(i) SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2022

(a)Identity of Issuer or Borrower (b)
Description (c)
Cost (d) **Fair Value (e)
*Kearny Financial Corp.Employer Common StockN/A$10,778,478 
Mutual Funds:
VanguardREIT Index (Admiral)N/A951,012 
VanguardTotal International Stock Index (Admiral)N/A1,189,763 
VanguardTarget Retirement 2025N/A1,328,201 
VanguardTarget Retirement 2035N/A1,917,564 
VanguardTarget Retirement 2045N/A863,883 
VanguardTarget Retirement 2070N/A26,561 
VanguardTarget Retirement 2065N/A120,670 
VanguardTarget Retirement 2020N/A1,991,220 
VanguardTarget Retirement 2060N/A447,476 
VanguardTarget Retirement 2055N/A713,494 
VanguardTarget Retirement 2050N/A1,070,328 
VanguardTarget Retirement 2040N/A1,130,452 
VanguardTarget Retirement 2030N/A1,664,094 
VanguardTarget Retirement IncomeN/A855,731 
VanguardMid Cap Index (Admiral)N/A4,241,353 
VanguardGrowth IndexN/A5,905,079 
VanguardValue Index (Admiral)N/A2,056,695 
VanguardSmall Cap Index (Admiral)N/A2,452,980 
VanguardVanguard Institutional IndexN/A5,195,857 
VanguardTotal Bond Market Index (Admiral)N/A1,154,955 
Collective Trust:
*Reliance TrustStable Value Fund - Series 25053 - Class 0N/A5,340,628 
*Participant loans
Interest rates range from 4.25% to 8.00%
— 1,114,526 
$52,511,000 
*Party-in-interest
**Historical cost has not been presented since all investments are participant-directed.

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Exhibit Index

Exhibit Number
Description
23.1


10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

KEARNY BANK EMPLOYEES’ SAVINGS PLAN
Date: June 23, 2023
By:/s/ Keith Suchodolski
Keith Suchodolski
Senior Executive Vice President and Chief Financial Officer
Kearny Bank
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